www.ambergroupindia.

com

Date: 11 July 2022

To To
Secretary Secretary
Listing Department Listing Department

BSE Limited National Stock Exchange of India Limited

Department of Corporate Services Phiroze Exchange Plaza, Bandra Kurla Complex,
Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 Mumbai – 400 050
Scrip Code : 540902 Scrip Code : AMBER
ISIN : INE371P01015 ISIN : INE371P01015

Dear Sir/Ma’am,

Subject: Regulation 34 – Electronic copy of the Notice of the 32nd Annual General Meeting &
Annual Report for the financial year 2021 – 22.

The 32nd Annual General Meeting (“AGM”) of the Company will be held on Tuesday, 2 August 2022 at
02.00 P.M. IST through Video Conferencing / Other Audio Visual Means.

Pursuant to regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, we are submitting herewith the Annual Report of the
Company along with the Notice of AGM for the financial year 2021-22 which is being sent only through
electronic mode to the Members.

The Annual Report containing the Notice will be made available on the Company's website at
www.ambergroupindia.com.

This is for your information and records

Thanking You,
Yours faithfully
For Amber Enterprises India Limited

(Konica Yadav)
Company Secretary and Compliance officer
CIN NO. : L28910PB1990PLC010265

Membership No. : A30322

Amber Enterprises India Limited (Formerly Known as Amber Enterprises (India) Private Limited)

Corp. Address: Regd. Office:

Universal Trade Tower, 1st Floor, Sector 49, Gurgaon-1 22018 C-I, Phase II, Focal Point, RajpuraTown-140401, Punjab
Tel.: +91 124 3923000 I Fax: +91 124 3923016,17 Tel.: +91 1762 232126, 232646 I Fax: +91 1762 232127
Collaborate
Explore
Expand

Amber Enterprises India Limited

Annual Report 2021-22
 What’s Inside?
Corporate Overview 01-25
COLLABORATE. EXPLORE. EXPAND. 01
HIGHLIGHTS FOR THE YEAR 02
ABOUT US 04
EXPLORING POSSIBILITIES 06
EXPANDING FOOTPRINT 07
COLLABORATING CAPABILITIES 08
COLLABORATING EFFICIENCY. EXPANDING
PROFITABILITY. 10
​LETTER FROM THE CHAIRMAN​ 12
ENVIRONMENT 18
SOCIAL 20
GOVERNANCE 22
For more investor-related information CORPORATE INFORMATION 25
please visit
http://www.ambergroupindia.com/
agm-annual-reports-results/
Or simply scan to view the online Statutory Reports 26-129
version of the Report Management Discussion and Analysis 26
DIRECTOR’S REPORT 32
Corporate Governance Report 91

Financial Statements 131-303

Disclaimer : This document contains statements
Standalone 131
about expected future events and financials of Amber
Enterprises India Limited, which are ‘forward-look- Consolidated 214
ing’. By their nature, forward-looking statements
require the Company to make assumptions and are
subject to inherent risks and uncertainties. There is a
significant risk that the assumptions, predictions, and
other forward-looking statements may not prove to be
accurate. Readers are cautioned not to place undue Investor Information
reliance on forward-looking statements as sever- Market Cap : ` 11,87,114 Lakh
al factors could cause assumptions, actual future CIN : L28910PB1990PLC010265
results and events to differ materially from those BSE Code : 540902
expressed in the forward-looking statements. Accord-
ingly, this document is subject to the disclaimer and NSE Symbol : AMBER
qualified in its entirety by the assumptions, qualifica- Bloomberg Code : AMBER:IN
tions and risk factors referred to in the Management AGM Date : 2 August 2022
Discussion and Analysis section of this Annual Report. AGM Mode : Video Conference
Collaborate.
Explore.
Expand.
Collaborations are the
perfect way of bringing
together perspectives and
strengths to accomplish
goals. They enable the
exploration of untapped
potential while expanding
with cumulative capabilities
and resources and
coordinated strategies to through a widened product
achieve shared goals. portfolio, enhanced capabilities
and higher profitability – thereby
At Amber, we have
propelling our efforts by combining
consistently pursued
synergies, driving exploration
growth backed by our
endeavours and helping us
strategic acquisitions,
grow further.
robust capacities, and
effective solution provider. This Report is a testimony to
This pursuit gives us how, through the past few years,
the impetus to explore our Company has been thriving
better opportunities and with expertise and experience
possibilities. underpinned by a simple yet
It enables us to expand effective three-pronged approach
across newer geographies Collaborate. Explore. Expand.
Highlights for the Year

Revenue from Operations Operating EBIDTA

` 4,20,640 Lakh ` 29,565 Lakh

Return on Capital
Profit After Tax (PAT) Employed (ROCE)

` 11,132 Lakh 11 %

2
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
Revenue from RAC Division* Revenue from Motor Division

1,97,477 23,586

statutory reports
` Lakh ` Lakh

financialstatements
Revenue from Electronics Division Revenue from Mobility Division

` 65,022 Lakh ` 28,867 Lakh

Revenue from Component Consolidated Revenue CAGR for

Division^ last 4 years

` 1,05,688 Lakh 18.6 %

* RAC –Includes Completely Built Units (CBUs) of RAC and is

after inter-company eliminations
^ Components –Includes both RAC components and Non-RAC
components excluding motors and PCBA

3
A Comprehensive and Integrated
Solutions Provider to the Indian
HVAC Industry
Amber Enterprises India Limited (‘AEIL’ or ‘Amber’ or ‘The
Company’ or ‘We’) is an established most backward integrated
market leader in the Indian Room Air Conditioner (RAC) Manufacturing Plants
industry and Air Conditioning industry for Mobility Application

23
such as Railways, Metros, Buses etc. The Company has
diversified portfolio which includes RACs, RAC and non RAC
components and Air conditioning solutions for Railways,
Metro’s, Defence, Bus & Commercial segment. The Company
has multiple manufacturing facilities across various states in
India, strategically located close to customers enabling faster
turn around. This state-of-the-art manufacturing facilities are
Spread across
spread across strategic locations in proximity to the customers

8
– ensuring quicker turn-around time. This enables us to deliver
higher quality products at a much more efficient and faster pace
to our top marquee clientele across RAC and other divisions
Indian States
in the industry. Amber’s backward integration coupled with
strong R&D capabilities, secures a higher proportion in the ODM
industry for the Company.

Decades of
Rich Experience

4
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
yy To be the first choice of

statutory reports
Our the customer
Mission yy To add value to their
business
yy To ensure discipline and

financialstatements
implement strong
management principles

yy To be the No.1 OEM/ODM

and parts manufacturing
company
yy Provide excellent services
to our customers
yy Create growth for all
associated with our
organisation Our
Vision

Our
Philosophy yy Smart working
yy Keep innovating
yy Happiness for all

5
Exploring Possibilities
Providing Solutions for Static & Mobility
Applications Catering Customer Needs
Amber is committed to creating value through reliable products that serve as the foundation for the Company’s long-term
journey. Our well-defined and effective approach helps us move closer to our goal of delivering comfortability through our
products and services.

Room Air Conditioners Room Air Conditioner Non-Air Conditioners

(Inverter and Fixed Speed) Components Components
(2-star to 5-star Energy Ratings) yy Heat exchangers yy Vaccum formed
yy Copper system tubing components
Indoor Units 1 Ton 1.5 Ton 2 Ton
yy Multi-flow condensers yy Plastic extruded sheets
Outdoor Units 1 Ton 1.5 Ton 2 Ton
yy Printed circuit board yy Non-air conditioner
Window ACs 1 Ton 1.5 Ton 2 Ton motors
assemblies
yy Sheet metal components yy Printed circuit board
assemblies
yy Injection moulding
components yy Sheet metal components
yy AC motors yy Injection moulding
components
yy Cross flow fans
yy Injection Moulding and
yy Injection Moulding and
Sheet Metal moulds
Sheet Metal moulds

Commercial Air Conditioners Roof-Mounted AC for Mainline Coaches

Cassette 1 Ton to 1.5 Ton 2 Ton • Standard RMPU • Double Decker
(OutDOOR Unit) 4 Ton • LHB • Meter Gauge
Ductable 3 Ton 5.5 Ton 8.5 Ton
(Indoor Unit)
Ductable 3 Ton 5.5 Ton 8.5 Ton
(Indoor Unit)

Electronics and Refrigeration

Solutions to Railways
• Cold Unit for Pantry
• Hot Case for Pantry
• Electronic Control Panel
(Switchboard Cabinet)

Roof-Mounted Loco Driver’s Defence HVAC Products

Cab Air Conditioners • Defence Shelter Air Conditioners
• Vertical Slip on Air Conditioners

6
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
Expanding Footprint

statutory reports
Our Geographical Presence

financialstatements
Manesar
(Haryana)
(1 Unit)
Rajpura
(1 Unit)
Dehradun
(3 Units)
Jhajjar
(2 Units) RUDRAPUR
(1 Unit)
Greater Noida
SHAHJAHANPUR (6 Units)
(RAJASTHAN)
(1 Unit)

Faridabad
(2 Units)

KADI
(1 Unit)

Pune
(4 Units)
State-of-the-art
New Acquisition
Manufacturing Facilities

23
New Facility

Punjab 1 Unit
Uttarakhand 4 Units
Haryana 5 Units
CHENNAI
Uttar Pradesh 6 Units (1 Unit)
States across India
Gujarat 1 Unit

8
Maharashtra 4 Units
Tamil Nadu 1 Unit
Rajasthan 1 Unit

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

7
Collaborating Capabilities
Synergies Facilitating Future-preparedness
Well-planned acquisitions leading to synergies serve our aspiration of advancing at a constant pace. They help us harness
our potential for translating opportunities into growth. Our journey, combined with fruitful synergies, paved our way toward
establishing a stronger brand impression. This approach has aided us in reorganising our business streams into 5 divisions
namely - RAC, Motor, Electronics, Components and Mobility.

AmberPR Technoplast India Private Limited

One of the leading Cross Flow Fans (CFF) manufacturers in India. (erstwhile
Pasio India) acquired from Pee Aar business of Cross flow fan (CFF), ODU fans &
fan guard and plastic parts for water dispenser and refrigeration on slump sale
basis during the financial year 2021-22

The Company is engaged in the business of:

• Cross flow fans (CFF), One of the leading manufacturer of

CFF in India
• Fans and fan guard for outdoor units of room air
conditioners
• Plastic parts for water dispenser and refrigeration
applications (other than automobile industry)
Pravartaka Tooling Services
• Plastic parts for seats of trucks, tractors and buses Private Limited
Among the leading manufacturers of injection mould tools
Synergies
and injection moulding components for diverse industry
• Increased Product offering customers
Will help in garnering higher wallet share from existing
customers The Business is being acquired by Pravartaka from Pioneer
Tooling Services (“Pioneer”) one of the leading injection
• Reliable & Critical Functional Component moulding tool maker and injection moulding components
• Increased Backward Integration maker for consumer durable, automotive and electronics

This acquisition will help to grow component segment industry on slump sale basis in the financial year 2021-22

with focus on providing more backward integrated Synergies

solution in key component of RAC segment viz. cross
This acquisition will help the Company to have inhouse
flow fan (CFF) along with solution of Injection molding
capability of injection molding tools manufacturing and
component for other industries - refrigeration and
grow its component segment with focus on providing more
automobile segment
diversified solution of Injection molding component for
• High Entry Barrier Product industries such as automotive, electronics & consumer

Pee Aar is the only domestic Company manufacturing durable

CFF and there are 2 other foreign entities

Acquisition of 73% Stake Acquisition of 60% Stake

in the Company in the Company

8
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
Expanding and Advancing

statutory reports
PICL (India) Private Limited (100% subsidiary) • With the acquisition of IL JIN in December 2017, the
Company has been able to effectively increase the share
PICL is the leading induction motor manufacturer for HVAC
of ODM solutions provided to clients
industry in India. With a strong manufacturing prowess the
Company offers over 200 Models and serves some of the key • From being an OEM company, IL JIN now has developed

financialstatements
marquee customers across both domestic and export market. inhouse PCB board for Inverter ACs which is a
breakthrough
Synergies
• Acquisition of PICL in FY13 has provided the Company
with high degree of backward integration and the
Sidwal Refrigeration Industries
flexibility to control the manufacturing processes and
Private Limited
reduce dependence on external suppliers
(100% subsidiary)
• PICL is the leading supplier of electric motors to the
Sidwal with its wide product offering in mobility
RAC industry (including for WACs, SACs and package
applications, is the first company to provide indigenised
units) in India and provide electric motor solutions
globally as well solutions for roof mounted package units (RMPU) for
Indian Railways and Metro. With a strong and robust R&D
• Over the years, PICL has successfully widened its
capacities the Company serves Indian Railways, Metro,
product offering from PSC motors to BLDC motors
Defence, Bus and Telecom sector in India.
• The Company’s strategic investment in PICL has given
an edge on the R&D side with advanced software Synergies
and sophisticated testing technologies for faster
• With the acquisition of Sidwal in FY20, the Company has
development of models
been able to develop skills and expertise of manufacturing
HVACs for railways, metros and buses and have been
IL JIN Electronics (India) Private Limited able to expand the product portfolio to cater to additional
(70% subsidiary) sectors including defence and telecom

IL JIN Electronics is engaged in the manufacturing, • SIDWAL is the largest supplier of roof mounted package
assembling, dealing, importing and exporting of electronic unit air conditioners. The pan-India service network
assembled PCBA for Consumer Electronics. The strong makes the Company a preferred partner for the
manufacturing capabilities has enabled the Company in in customers by ensuring availability of after-sales support
providing fast as well as flexible production systems with
high productivity. The Company serves a vast spectrum of • Since the acquisition of Sidwal, the Company has been
clients in Room ACs, Consumer Durables and Automobiles able to increase capacity utilization at existing plants,
thereby increasing operational efficiencies

EVER Electronics Private Limited

(70% subsidiary) Amber Enterprises Inc. USA
Ever is the leading PCBA Manufacturer in India engaged in Amber Enterprises USA Inc. has become wholly owned
manufacturing of Consumer Electronics PCBA. subsidiary (100%) of Amber Enterprises India Limited.

Synergies Synergies
• Through the acquisition of IL JIN and Ever, the Company The Company will help Amber Enterprises India Limited to
has been able to deliver PCBA solutions for both AC and increase its export from India in North American market.
non- AC consumer durable segments and automobile It will increase the footprints of Amber Enterprises India
industry and continue to remain prominent player in the Limited in foreign countries along with export turnover.
PCBA segment

9
Collaborating Efficiency.
Expanding Profitability.
Numbers Reflecting Our Performance
Revenue from Operations (` in Lakh)

3,96,279 4,20,640

3,03,052
2,75,199

2018-19 2019-20 2020-21 2021-22

Operating EBITDA^* (` in Lakh)

32,617 29,565

21,543 22,858

2018-19 2019-20 2020-21 2021-22

PAT (` in Lakh) Net Debt-to-Equity Ratio

16,414 0.09
0.21
0.20
11,132
9,477 8,328

(0.07)

2018-19 2019-20 2020-21 2021-22 2018-19 2019-20 2020-21 2021-22

10
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
statutory reports
ROE (%)

financialstatements
15.1

10.0

5.9 6.6

2018-19 2019-20 2020-21 2021-22

ROCE (%)

18.5

14.7

11.0
9.3

2018-19 2019-20 2020-21 2021-22

EPS (`)
50.37

30.14 32.41
24.96

# includes AmberPR Technoplast India Pvt Ltd

(erstwhile Pasio India Pvt Ltd) financials from
PAT: Profit after Tax Dec’21 to Mar’22. Pravartaka Tooling Services
ROCE: Return on Capital Employed financials for the month of February & March 2022

ROE: Return on Equity * Before impact of ESOP expenses of ` 15.67 2018-19 2019-20 2020-21 2021-22
EPS: Earnings Per Share Crores in FY22

11
 Letter from the Chairman

I hope you
all are keeping safe
and healthy.
I am delighted to present
to you Amber’s Annual
Report for the
FY 2021-22.

12
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
Dear Stakeholders, Russia and Ukraine led to an inflationary pressures
on commodity prices, slowing the economy further.
The year 2021 began with global recovery prospects
However, a positive spurt of growth is anticipated
from COVID-19 pandemic and usherd new

statutory reports
after the second half of FY 2022-23. Despite all the
opportunities for a brighter future. With massive
turbulences and lows, AEIL performed well across all
vaccine drive the lives are returning to normal and
business segments, registering considerable growth.
the economy and industries are building back fast,
undettered by significant labor and supply chain Industry Overview

financialstatements
challenges. The recovery gained momentum in The Indian RAC market showed a muted growth in the last
2nd half of the year where production and capacity five years. During the year 2021-22 the first quarter which
utilisation started gaining traction. As a result of remains the peak season for business went negative
which the order books started to reflect a healthy due to onslaught of the pandemic. Whereas, quarter 2
growth signalling a strong demand for FY 22. Being and quarter 3 witnessed a sluggish growth. Penting up
an optimist, I can only say that what lies ahead of us the demand, quarter 4 marked a robust growth thereby
is only going to get better than what we have been leading the industry to a total of approximately 6.4 million

through already! units as compared to approximately 5.2 million units of

the preceeding year. Out of this ~6.4 million units, the
estimated market size of RAC Industry at OEM level
excluding GST is valued at ` 12,160 Crores of which
Amber enjoys an approxumately ` 3,229 Crores. This
Despite all the translates to 26.6% of the overal market share in value

turbulences and lows, terms. It is also worthwhile to mention various initiatives

undertaken by the government to facilitate economic
AEIL performed well activities and restore customer confidence which
across all business inculcated demand in the Consumer Durables market.
segments, registering Further with India inching towards a 5 trillion dollar
considerable growth. economy, the per capita income of the country is going
to be doubled and the demand for air conditioners are
destined to grow at a double digit growth in the years
to come. As per various industry reports, it will not be
a surprise that India by 2030 may witness a domestic
Economy overview market of 24 million units and emerge strongly as
global sourcing destination.
The outbreak of pandemic tought all of us be it an
organisation or an individual to always be prepared, Our Step towards Collaborate. Explore. Expand.
respond and adapt to the changing environment. Despite all the external challenges, we, at Amber,
On the heels of massive vaccination drive, easing remained committed to creating synergies through
restrictions and revival of demand led to a faster than our strategic collaborations. Driven by an industry
expected recovery of the economy. The second half of experience of three decades and robust capabilities,
the year registered growth in business activities, in the we continue to explore better opportunities with an
economy and better sentiments overall. However, the intent to expand beyond our current geographical
geopolitical crisis resulting from the conflicts between presence.

13
I am pleased to inform that we successfully acquired growth. RAC, for the year, contributed 46.9% of the
a 73% stake in AmberPr Technoplast India this year total revenue, while motors, electronics, components
and a 60% stake in Pravartaka Tooling Services Private and mobility applications contributed 5.6%, 15.5%,
Limited. Our acquisition of AmberPR will help us grow 25.1% and 6.9% of the revenue, respectively. Operating
our component segment with focus on providing EBIDTA of ` 29,565 Lakh in financial year 2021-22 as
more backward integrated solution in key component compared to ` 22,858 Lakh in financial year 2020-
of RAC segment viz. cross flow fan along with solution 21, recording a 29.4% growth. Consumer Durables
of Injection molding component for other industries and Premium products witnessed healthy growth
viz. refrigeration and automobile segment. despite Covid-19-related concerns. The past year
saw considerable demand for home appliances amid
Our acquisition of Pravartaka will help us provide
a hybrid working system. As a part of our action plan,
more diverse solutions of injection moulding tools
we intend to attain further market penetration and
and components for automotive, electronics,
wallet share to meet this growing demand.
and consumer durable industries. Through these
acquisitions and developments, we are hopeful of Our Divisional Performance
drawing on the benefits of added synergies while
Amber in its quest to provide the best solution to its
offering excellence to our stakeholders.
growing stakeholders, it has introduced the divisional
Our Performance in FY 2021-22 framework which will ensure a pro-active engagement,
better services and an inclusive growth. The divisions
are as follows:

1. RAC Division
2. Mobility Division
3. Motor Division

As a part of our 4. Electronics Division

5. Components Dision (RAC+Non RAC)
action plan, we intend
to attain further market 6.9%
penetration and wallet
share to meet this 25.1%
growing demand. FY22
46.9%
` 4,20,640
Lakhs

15.5%
5.6%
During the year, we witnessed demand from B2B
segment due to the economy’s reopening. This RAC Motors Electronics
marked our highest-ever revenue in the last two Components Mobility Applications
years and helped us make a strong comeback.
The Revenue from Operations, during the year, During the year, all the divisions have performed
` 4,20,640 Lakh in financial year 2021-22 as compared splendidly by adding new customers, new product
to ` 303,052 Lakh in financial year 2020-21, a 38.80% lines and new geographies.

14
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
All our business divisions are geared to take advantage Our responsibly towards the community and
of the opportunities present and will boost our position environment
in the domestic market while also establishing a solid
Amber has always remained on the front foot when

statutory reports
foundation for the exports market going forward.
it came to serving community and environment.
PLI Scheme We work with the mantra of ‘Moving Together and
Inclusive Growth’ where we believe the community
Amber is a strong beneficiary of the Government’s
too must grow with us. At Amber we are committed
PLI Scheme for AC & its components. The production
for the development of society where we operate and

financialstatements
capacity provided by the PLI Scheme is likely to
our CSR initiatives reflects our commitment to build
translate into significant growth for the Air Conditioner
and support the society by impacting a larger number
industry. Amber gained approval for AC components
of beneficiaries each time.
under the normal investment category, with a ` 3
billion investment along with an approval for the ESG is an embedded part of Amber’s strategy where
Electronics Division under the major investment we believe in creating sustainable values for long term.
category, with a ` 1 billion investment. This will be In the recent years, our increased focus on improving
led by an indigenisation of completely built-up units AEIL’s environmental, social and governance strategy
and developments in the component ecosystem. has enabled us to build better growth prospects.
This scheme also becomes an enabler for lifting as Note of Thanks
well as creating a local component ecosystem. It is
I extend my heartfelt gratitude to my entire team for
also expected to add value addition to the present
their hard work and dedication in creating value for
domestic AC market and with respect to components
our stakeholders. Team work at Amber is behind
which stands at 25% it is expected to reach 75% in
Amber’s growth story and every team member is a
next five to six years.
vital part of the Amber family.
Our Capex Plans
I am glad as a company, we could make our presence
The FY 2021-22 for Amber was a year of expansion felt in profound and meaningful ways as we looked
and capital expenditures. We have planned capital after the community’s wellbeing and health and
expenditures for two greenfield projects, one in Pune promise to continue doing so in future.
and the other in Sri City, which we anticipate will lead
Lastly, I am thankful for the unceasing support from
to improved revenues. On a consolidated basis, We
our shareholders, vendors, bankers, FIs ,management
expanded our facilities at Kadi in Gujarat for injection
and customers. Their faith in us makes us who we are,
molding components and Chennai in Tamil Nadu for
and we look forward to their continued support as we
sheet metal components and heat exchangers, which
march ahead in pursuit of making a better tomorrow.
we started on rented premises. Amber spent ` 4.33
billion (including right of use assets but excluding Regards,
assets acquired pursuant to business combination) Jasbir Singh
in FY 2021-22 on capital expenditure on the existing Chairman & Chief Executive Officer
plants, R&D and development of new greenfield sites.

The Supa (Pune) greenfield facility was made

operational in Q4, whereas contruction work at SRI
CITY facility is in progress and on track. We expect
this facility to be operational by September, 2022.

15
E: Environment
S: Social
G: Governance

E S G
Being a responsible corporate entity, we
understand that ESG consideration is
the core of every business. Amber’s ESG
agenda reflects a sense of responsibility
in resolving various community concerns.
In recent years, our increased focus
on improving Amber environmental,
social, and governance (ESG) strategy
has enabled us to build better growth
prospects. With this, we continue to
advance and extend our leadership
and collaborations across the industry.

16
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
statutory reports
Environment
Environmental stewardship is among our priorities. Our
products are environment-friendly and safe for customers

financialstatements
as they comply with appropriate health checks and quality
standards. The Company manufactures products that can
be recycled. Thereby, lowering our impact on aggravating
any sort of environmental hazards while meeting customer
requirements.

Social
We intend to increase industry inclusiveness by
remaining dedicated to attracting the greatest talent
and concentrating on education and skilling. We are
committed to promote inclusion and diversity persistently
across the organisation and investing in programmes
aimed at community betterment. Our endeavours are
aimed at helping speed up social change by investing in
communities and organisations, and addressing society’s
most pressing issues.

Governance
Amber’s Board and governance structure encourage
ethical behaviour, informed and effective decision-making
within industry regulations and performance monitoring.
We are dedicated to conducting business in an honest and
lawful manner across all operational levels. Our Human
Rights Policy covers concerns relating to customers,
workers, business partners, and people at all levels of our
supply chain.

17
Environment
Expanding Green Footprint.
Fostering Sustainability.
We are committed to facilitating sustainable development Amber facilitates good labour practices, consumer security,
by giving back to the community we operate in. The good corporate and social governance, and social ethics.
Company strives to raise awareness among stakeholders Our sustainability structure and integrated business
and reviews business efficiency regularly to avoid model enable consistent value creation by transforming
wastefulness. Our Company’s integrated measures possibilities into growth. Furthermore, we take relevant
comprise reducing energy consumption and greenhouse and necessary initiatives to minimise business risks and
gas emissions while increasing operational efficiency negative impacts on the environment arising from our
and advancing clean technology. Through innovation and business actions.
technological advancement, Amber strives to minimise
our Company’s contribution to unfavourable impact on the
environment.

Carbon Neutrality
Amber is comitted to bring a positive change in the
environment it operates. The Company strives to
achieve Carbon Neutrality by implementing 100%
renewable energy throughtout the organization
in coming years.

Use of Renewable
Sources
yy Maximum utilisation of natural light and ventilation
during the work

yy Encouraging the ‘Go Green’ practices in all our

manufacturing units

yy Installed solar rooftops in various manufacturing

units and endeavoring to cover every unit under the
group to be 100% powered with renewable sources
in coming years.

yy Installing energy saving building sunlight

transparent sheets for electricity saving in daytime

18
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
Green Tech Innovation
yy Designed inverter PCBA’s which help reduce

statutory reports
energy by 10-12%

yy Designed energy efficient products with non

ozone depleting refrigerant

yy Using high efficiency conmpressor

yy Developed Heat exchangers with high sub cooling

financialstatements
Reduce Energy Consumption
yy Installed AC variable frequency drive VFD at air
compressor, cooling tower, and grinders for energy
saving up to 47,100 KW.
yy Installed section-wise energy meter which is monitored
regularly for managing efficient consumption
yy Changed ceramic-insulated heater to increase efficiency
and reduce cycle time with energy savings of 104,000 KW
yy Installed AIRTRON AC SAVER controller and reduced
electricity consumption from 11KWH to 7 KWH
yy Implemented biofuel additive to increase the efficiency
and reduce our dependency over diesel in paint shops
and gensets
yy Installed timers on air conditioners, lights, and street
lights for reducing energy consumption

Water Conservation
yy Facilitating rainwater harvesting, for recycling water and
reducing water consumption

yy Using STP water in gardening, along with sprinklers, to

reduce water consumption

yy Laying thrust on zero waste to the land fill and circular

economy

Waste Management
At Amber we strive to minimise the operational waste and
endeavor to restrict and eliminate the use of hazardous
substances in our products. As a responsible organisation
Amber has entered into an agreement with recyclers for
recycling and scientific disposal of electronic and plastic
wastes generated during the operations and packaging
process.

We at Amber are committed to facilitate sustainable

development by minimising our contribution to
unfavourable impact on the environment.

19
Social
Corporate Social
Responsibilities
Amber from the very beginning of its journey has
contributed towards development of the community where
it operates. Our CSR initiatives revolve around areas of
education, skilling and upskilling, healthcare, sanitation and
hygiene and shelter to the needy among others.

Some of the key initiatives undertaken during the year are

appended below:
yy Promoting education for under privillaged
yy Vocational skill development in rural and urban areas
yy Proper and affordable healthcare facilities, hygiene and
sanitation
yy Providing safe drinking water
yy Providing homes and hostels for women and orphans
yy Set up old age homes, day-care centres and other such Our People
facilities for senior citizens
yy Amber promotes a culture of inclusion that respects
yy Tree Plantation drive and conservation of natural
differences of thought and perspective.
resources
Amber strives to establish an inclusive, diverse workplace
yy Contribution towards Prime Minister Cares Fund
that represents the communities wherein we operate.

Every individual in Amber is treated with dignity and

respect. We have zero tolerance for any form of
harassment and diversity in all forms is valued.

We adhere to the principle of continual training for our

employees in order to prepare them for the future. All
our staff members are subjected to a comprehensive
training programme. In addition to the introduction
training, employees receive monthly training
on the job-related modules to assist them
in enhancing their performance over time.
These types of activities aid in attracting
and retaining the greatest people in the
market.

20
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
statutory reports
yy Safety of our people is our utmost concern yy Amber also has committees to look after
and hence not only people over the shop floor harassment related issues be it work related
but every employee of Amber has to undergo or sexual harassment. During the year no
this training. Further regular mock drills, and complaint pertaining to work or sexual
daily safety briefings are made with employees harassment was received.

financialstatements
before they enter the plant.
yy Amber cares for the health and well being
yyA robust system encompassing Safety of its employee and hence conduct regular
regulations, procedures and training, danger meditation and Dhyan sessions for its people
identification and correction, incident reporting to make their lives stress free and healthy.
and investigation, safety communications are
yy Providing access to online resources and
put in place to limit the risk of incidents and
counselling services through our Employee and
injuries
Family Assistance Program.
yy At Amber we believe in equal opportunity and
fair pay to all. We do not discriminate over
gender, caste or culture.

Collaborating with
Community
At Amber, we value the rights of Indigenous Peoples,
including their rights to self-determination and the
preservation of their culture, identity, traditions, and
customs. Amber values the diversity and cultures in
the communities where it work. We collaborate with
indigenous people to create mutually beneficial
relationships based on respect, cooperation, and
economic inclusion.

21
Governance
Corporate Governance
Our corporate governance is a reflection of our value Corporate
system, encompassing our culture, policies, and
relationships with our stakeholders. Integrity and
governance framework
transparency are key to our corporate governance Board as a trustee Safeguard the shareholder’s
practices and performance, and ensure that we gain and capital as trustee, and not as
retain the trust of our stakeholders at all times. its owner
Responsible Leadership ensuring independence of the
Our corporate governance Board and effectiveness of the
philosophy Management
Effective corporate Build simple and transparent
yy Corporate governance standards should go beyond the governance processes driven by business
law and satisfy the spirit of the law, not just the letter of needs of all stakeholders
the law. Fairness and excellence Be objective and ethical, and
deliver the best to earn trust and
yy The Board and the Management are the trustees of the
respect from our stakeholders
shareholders’ capital and not the owners.
Statutory and Legal Satisfy both the spirit and
yy Ensure transparency and maintain a high level of compliance the letter of the law in all our
disclosure. actions and disclosures

yy Distinguish clearly between personal conveniences and Integrity and Ensure transparency and

corporate resources. transparency maintain a high level of integrity

Relationship with Communicate frequently with
yy Communicate externally and truthfully about how the stakeholders stakeholders, including clients,
Company is run internally. investors, shareholders and
yy Have a simple and transparent corporate structure driven stock markets
solely by business needs.
Exploring Values and Principles.
Our corporate governance focuses on the interests of
Building Trust
employees and other stakeholders and their roles in
contributing to the long-term success and performance At Amber, we strive to achieve consistent progress
of the Company. Our governance framework emphasizes by harnessing potential business opportunities while
fairness and transparency based on sound legal, contributing to the betterment of our stakeholders. By
regulatory and institutional frameworks and ensures a integrating values and ethics in our business, we are able
fair and equitable treatment of shareholders. Promoting to enhance business profitability, returns to shareholders
the participation of stakeholders in effective corporate and customer products. We are focused on embedding

governance, ensuring timely and accurate disclosures in all value-driven principles and quality standards across
the organisation. Thereon, helping us to build trust with
material matters including the financial affairs, performance,
investors and the community. We ensure reliability and
ownership, and governance of the Company through an
relevance of our industry presence within constant
active, engaged and accountable Board endorses our
supervision and guidance of a strong and robust leadership
commitment to leadership by example and excellence.

22
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate overview
team. Under their supervision, we make constant
amendments to adapt to the changing scenario through Independent Directors
optimising costs and fuller utilisation of our capacities and
on Our Board

statutory reports
the resources available to us. We ensure cost-optimisation

3
while also setting new industry benchmarks.

Board of Directors
Our Board of Directors improved its composition, oversight,
and governance processes, serving our commitment to

financialstatements
succession planning and effective corporate oversight. The
Board Committees
Board has undergone substantial renewal in recent years to

6
improve the representation of financial services, regulatory,
financial reporting, business operations, and corporate
governance skills and experiences on the Board.

Code of Business Conduct

At Amber, our employees are expected to maintain Executive Directors
ethical conduct, with a high degree of personal integrity,

2
in accordance with Amber’s Code of Business Conduct.
Employees take mandated training every year to ensure they
are aware of their responsibilities. This includes adhering to
regulations around lobbying in the jurisdictions where we
operate and reporting all lobbying activities as required.

Ethical Practices Nominee &

The Company believes in promoting a fair, transparent,
Non Executive Director

1
ethical and professional work environment by upholding
the highest standards of ethics, professionalism, honesty
and integrity. It is dedicated to creating a culture where all
employees can feel comfortable and raise concerns about
any undesirable practice or instance of wrongdoing. Without
fear of retaliation or victimisation, the organisation provides
a forum for Directors and employees. This forum facilitates
sharing of material internally that they believe demonstrates
serious malpractice, impropriety, abuse, or wrongdoing
within the Company. Furthermore, directors and workers
are assured that fast action will be taken to investigate
complaints raised in good faith.

Board Committees
yy Audit Committee
yy Nomination and Remuneration Committee
yy Risk Management Committee
yy Stakeholder Relationship Committee
yy Corporate Social Responsbility Committee
yy Executive Committee

23
Meet the Board

Mr. Jasbir Singh

Dr. Girish Kumar Ahuja
Chairman and
Independent Director
Chief Executive Officer
DOA: 20 September 2017
DOA: 25 August 2017

Mr. Daljit Singh Ms. Sudha Pillai

Managing Director Independent Director

DOA: 25 August 2017 DOA: 2O September 2017

Mr. Manoj Kumar Sehrawat Mr. Satwinder Singh

Nominee Director Independent Director

DOA: 12 January 2017 DOA: 2O September 2017

24
 Amber Enterprises India Limited
Annual Report 2021-22

Corporate

Corporate overview
Information

statutory reports
Mr. Kartar Singh Registered Office Corporate Office
Chairman Emeritus
C-1, Phase II, Focal Point, 1st Floor, Universal Trade Tower,
Mr. Jasbir Singh Rajpura Town: 140401, Punjab Sector 49, Sohna Road,
Chairman and Chief Executive Officer Gurugram, 122018, Haryana
Mr. Daljit Singh
Managing Director Statutory Auditors

financialstatements
M/s Walker Chandiok& Co. LLP Key Bankers/Lenders
Mr. Manoj Kumar Sehrawat
Chartered Accountant to Our Company
Nominee Director
7th Floor, Plot No. 19A, Sector 16A; Axis Bank Limited
Dr. Girish Kumar Ahuja
Independent Director Noida: 201301, Uttar Pradesh Bajaj Finance Limited
Citi Bank N.A.
Mr. Satwinder Singh
DBS Bank Limited
Independent Director Registrar & Share Federal Bank
Ms. Sudha Pillai Transfer Agent HDFC Bank Limited
Independent Director ICICI Bank Limited
KFin Technologies Limited
having its Registered Office: IDFC First Bank Limited
Karvy Selenium, Tower B, Plot Induslnd Bank Limited
Key Managerial Personnel Kotak Mahindra Bank Limited
No. 31 & 32, Financial District,
Mr. Jasbir Singh Nanakramguda, Serilingampally RBL Bank Limited
Chairman and Chief Executive Officer Hyderabad, Rangareddi; Shinhan Bank
Mr. Daljit Singh Telangana, 500032 Siemens Financial Services Private
Managing Director Tel: 040 - 67161527 Limited
Fax No.: 040 - 23420814 Standard Chartered Bank
Mr. Sanjay Arora
Email: einward.ris@kfintech.com Tata Capital Financial Services Limited
Chief Executive Officer –
Website: www.kfintech.com Yes Bank Limited
Electronics Division
Mr. Udaiveer Singh
Chief Executive Officer -
Mobility Application Division
Mr. Sachin Gupta
Chief Executive Officer -
RAC and CAC Division
Mr. Sudhir Goyal
Chief Financial Officer
Ms. Konica Yadav
Company Secretary &
Compliance Officer

25
MANAGEMENT DISCUSSION & ANALYSIS

INDIAN ECONOMY improvements scheduled over the next two years.

Financial year (“FY”) 2022 started with the country being hit As the labour market improves, private consumption will
by the second wave of the pandemic which saw lockdowns increase. Forecasts assume a regular monsoon, which,
and restrictions being re-imposed across states for 2-3 when combined with higher wheat prices, could raise
months. The Indian economy faced repeated waves of agriculture output, and increase farmers income.
infection, supply-chain disruptions and, more recently, Inflation is expected to rise to 5.8% in FY 2022 due to
inflation have created particularly challenging times for increased oil costs. While monetary policy will remain
policy making. However, with the gradual unlocking and accommodative, the central bank may raise policy rates later
mass vaccination drives led the economy finally started in the fiscal year as the federal funds rate in the United States
showing signs of recovery. The GDP expanded at 8.7% in FY tightens and oil prices rise. Foreign direct investment inflow
2021-22 against a 6.6% contraction in 2020-21 reflecting a is expected to be moderate amid rising global uncertainties
positive rebound of economic activities. and tightening of global economic and financial conditions.
Agriculture and allied sectors continued to show buoyancy
recording a growth of 4.1 % as compared to 3.6% in previous INDUSTRY OVERVIEW
year. Real GVA at Basic Prices is estimated at ` 135.22 Lakh Room Air Conditioners (RACs)
Crore in 2021-22, as against ` 124 Lakh or Crore in 2020-
As per Company estimates, in FY 2021-22 the Room Air
21, showing a growth of 8.6%. Source:(https://www.pib.
Condition (RAC) market size at Operating Price is valued at
gov.in/PressReleseDetailm.aspx?PRID=1788380)
17,290 Crore and RAC industry size at OEM Level is valued
The government launched Production-Linked Incentive at 12,160 Crore. The industry is growing owing to the rising
(PLI) scheme for 13 sectors with an outlay of ` 1.97 per capita income, the arrival of global and local players,
Lakh Crore aiming to make domestic manufacturing the emergence of massive infrastructure projects with
globally competitive  and to  create global Champions in increased government and private sector investments, and
manufacturing. The scheme for Air Conditioner industry the development of rural areas. The Split Air Conditioner and
was named as “PLI for White Goods on AC (PLIWG-AC)”. Window Air Conditioner industry is poised to grow double
The scheme expected to add 15-20% to the existing digit way forward.
manufacturing capacity and generate employment for over
The outbreak of Covid-19 pandemic brought a downfall
3 million people by 2023. Under the scheme an incentive
in the air conditioner industry and hampered the sales of
of 4-6% will be provided on incremental sales of goods
ACs in the year 2020 due to strict lockdown, suspension of
manufactured in India over a period of five years to create
economic activities, supply chain constraints and the social
national manufacturing champions. This means that
distancing measures. The significant policies introduced by
minimum production in India because of PLI Schemes is
the government brought confidence in the consumer’s mind
expected to be over USD 500 billion in 5 years.
and expected market to normalize. The key market players
Further the escalating geopolitical conflicts between have taken significant steps to combat this situation and
Russia and Ukraine has led to several economic sanctions improvise the sales volume and expected more to gain with
resulting in hike of energy prices, supply-chain disruptions, economic recovery going forward.
and record inflation rates.
That said, capital spending and the government’s fiscal BUSINESS OVERVIEW
stimulus, which encourages private investment, are
“Amber” at Glance
expected to be the key contributors to India’s economy.
“Amber” Enterprises India Limited is a comprehensive and
OUTLOOK integrated solution provider to HVAC space. The Company
have diversified portfolio categorized under five divisions
Rocketing oil and commodity prices globally will contribute
namely:
to higher inflation and a wider current account deficit.
The Indian government’s approach of improving logistics 1. RAC
infrastructure, providing incentives to boost industrial 2. 
Mobility (Air Conditioning solutions for Railways,
production, and taking steps to increase agricultural Metros, Defense, Bus & Commercial segment).
income will help the country in faster recovery. Risks to 3. Motors
the outlook include uncertain global economic conditions,
4. Electronics
potential new surges in COVID-19 cases, and sharp rises
5. Components (RAC+NON-RAC)
in commodity prices. Furthermore, private investment
will be encouraged by large governmental infrastructure The Company has multiple manufacturing facilities across

26
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

MANAGEMENT DISCUSSION & ANALYSIS (Contd.)

CORPORATE OVERVIEW
various states in India, strategically located in proximity to Railways include Cold Unit for Pantry, Hot Case for Pantry
customers enabling faster turnaround. It is also one of the and Electronic Control Panel (Switchboard Cabinet).
most backward-integrated manufacturers of ACs for static Defence HVAC products including Defence Shelter ACs
as well as mobility applications. and Vertical Slip on ACs.

STATUTORY REPORTS
Headquartered in Gurugram, with state-of-the-art During the year the Company have onboarded two new
manufacturing capabilities the Company delivers value global leaders as its customers and developed new
driven products to its customers. Amber has 23 state-of- products for various industries. It has also gained traction
the-art manufacturing facility spread across 8 states in in Air Conditions for metro line coaches and won major
India. The Company have also housed state of the art R&D contract for metro AC projects.
facilities which helps Amber stand tall in the industry.

FINANCIAL STATEMENTS
Motor Division
Adding to its fold the Company this year had made two
Amber manufactures wide range of motors for various
strategic acquisitions i.e., ‘Pravartaka Tooling Services
HVAC products, fan coil units, AHU etc. These motors
Private Limited’ and ‘AmberPR Technoplast India Private
have diverse applications ranging from Residential and
Limited’. With these synergies, the Company is geared
Commercial ACs, Coolers and many other.
to provide more diversified range of backward integrated
solutions in injection molding tools and Components During the year the Company had increased its product
including Cross Flow Fans (CFF) for industries such as offerings for its customers by adding new models for
automotive, electronics & consumer durables including both domestic and international markets. It also launched
RACs. energy efficient BLDC motors for RAC segment.

All the business divisions are ready to take advantage of Electronics Division
multiple opportunities and will endeavor to emerge more The Company is one of the market leaders in manufacturing
stronger by capturing larger share of their respective Printed Circuit Board Assemblies (PCBAs). The Company
markets than before. We strongly feel that the potential hold an impeccable record and rich experience in providing
opportunities will strengthen our position in the domestic solutions to home appliances and RAC market segment.
market while also laying a strong foundation for exports During the year,it also added new customers in the division
going forward. and has started manufacturing new age applications such
as smart wearables and hearables. It has further added
BUSINESS DIVISIONS
products for washing machine, refrigeration, BLDC fans
RAC Division segment etc. The market for inverter ACs is anticipated to
Amber designs and manufactures complete RACs, including be promising owing to the changing consumer behaviour
Indoor Units (IDU), Window ACs (WDU) and Outdoor Units which will further increase strength of this division.
(ODU) of Split ACs with specifications ranging from 1 ton Components Division
to 2 tons, across energy ratings and types of refrigerants.
Amber manufactures reliable functional RAC components
The Company manufactures both fixed speed as well as
like Heat Exchangers, Copper System Tubing, Multi-
inverter ACs.
Flow Condensers, , Sheet Metal Components, Injection
During the year it added new customers to its fold and Moldings, Cross Flow Fans, ODU Fans etc. The Company
is in process of converting existing customers from the also manufactures other Non-AC components like Vacuum
first stage of gas filing to complete Built Units (CBUs). On Formed Components, Plastic Extruded Sheets, Sheet
Commercial RAC front, the Company has added commercial Metal Components, Injection Molding Components for
ductable and cassette ACs to increase its offerings for its refrigerators, washing machine and microwave ovens.
customers.
The Company today covers 69% of the total value chain of
Mobility Application Division IDU and ODU for inverter SACs.
Amber offers a wide range of mobility products, including During the year the Company have added new products,
Roof Mounted AC for Mainline Coaches, AC & Refrigeration new customers and expanded its geographies to newer
solutions for Railways, Roof Mounted Loco Drivers’ Cab market. It has made two new acquisitions for this division
AC and Defence HVAC Products. Products under Roof i.e., Amber PR and Pravartaka Tooling which will foster
Mounted AC for Mainline Coaches segment include business traction and provide integrated business solutions
Standard RMPU, LHB, Double Decker and Meter Gauge. to our customers from this division.
Products under Electronics & Refrigeration solutions for

27
MANAGEMENT DISCUSSION & ANALYSIS (Contd.)

GROWTH DRIVERS Replacement demand is a key growth driver

Amber holds promising growth opportunities in future With changing energy rating norms (more energy-efficient
owing to rising affordability, increasing technological products), wide range and a high installed base of window
advancements, Adequate power infrastructure, shortening RACs, the replacement demand is also quite strong. It has
of replacement cycle, lifestyle shift and changing standard been witnessed that the people are replacing window RACs
of living, towards more comfort living. The Company with split. This trend is expected to grow further leading to
hold around 26% of the total market share in the total expansion of domestic manufacturing capacities.
manufacturing footprint in the industry and has a potential
to grow exponentially in OEM/ODM business. The Company STRENGTHS
is also looking forward to widening its product portfolio in Strong product portfolio
non-RAC consumer durables segments. Initiatives taken by
We design and manufacture wide range of products
Government of India (GoI) to curb the import of electronics
which includes RAC, RAC & Non-RAC components &
through various tariff and non-tariff measures will create
HVAC solutions for mobility applications. Our expertise in
new windows of opportunities in near future.
manufacturing of RACs and its components has made us
Low RAC penetration in India one-stop solution provider for RAC industry. Additionally,
The household penetration of RACs in India stands at we manufacture Roof Mounted AC solutions for railway/
approx 7% but the sector carries immense growth potential metro/bus/defence & telecom. We are witnessing huge
and shall witness a double-digit growth in the near future. opportunity going ahead for Amber in the industry.
The enablers behind this growth story would be rise in per R&D and Innovation
capita income thereby allowing more disposable income
At Amber, we believe in creating and providing high value
in hands of the customers, good summer season, rising
added and technology-driven components that will provide
culture of Work from Home and rising urbanisation will
opportunities to capture shifts in customer preferences
create additional demand for RACs.
as well as evolving regulatory requirements, such as
India : Low penetration in RAC market heightened energy efficiency requirement. Our high value
added and innovative products, has helped us establish
ourselves as a preferred supplier to customers, allowing us
90% 91% to strengthen our position with them and expand our share
of their supply needs. Our motto is to deliver innovative
products to our customers for which we are continuously
54% investing in R&D for new product developments and better
53%
energy efficient products. We strive to be future ready with
30% 30% the product portfolio to cater the increasing demand across
17% segments.
7%
Backward Integration
At Amber, we manufacture entire range of components
India

Indonesia

Thailand

Japan
Global

China

Taiwan

Malayasia

needed for RAC and Non RAC applications through

exceling in product development and manufacturing
solutions with inhouse designing, tooling, and validating to
final assembling and testing capabilities. We are currently
Source: Nirmal Bang Institutional Equities Research serving 69% of the total manufacturing value chain (Barring
Growing urbanisation, rising proportion of affluent middle compressors, packaging, and C class items of inverter RAC.
class
OPPORTUNITIES AND THREATS
Increasing disposable income, growing urbanisation and
easy availability of consumer finance are key growth drivers
OPPORTUNITIES
for RAC segment. It has been witnessed that the consumer
PLI Scheme
preferences are changing fast and pushing manufacturers
to introduce new, innovative, and value-added products. We believe that the additional production capacity provided
This segment of the population is the key generator of by the PLI plan will have a tremendous multiplier effect and
consumer demand, and it is also the main driver of the RAC will aid in the development of strong supply chains for the AC
market. industry. The government’s objective behind this initiative is

28
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

MANAGEMENT DISCUSSION & ANALYSIS (Contd.)

CORPORATE OVERVIEW
to grow India’s component ecosystem and raise domestic Competitive Landscape
value addition in component space thereby growing it from Existing as well as new market entrants in a limited
present level of 25% to 75% in the next five to six years. geography with limited customers (Brands).
For the component ecosystem, this is going to be a game

STATUTORY REPORTS
Changing Geo- Political Scenarios
changer. We’re all set to take advantage of this opportunity
at Amber. We strongly believe that this opportunity will help The world today is grappling with multiple trade and border
in expanding our position in the domestic market while also disputes. Any escalation of conflict or sanction between
establishing a strong foothold in the export market. countries puts an impact over the world market.

Proliferation of IoT enabled AC systems Inflation - Volatile Raw Material and Commodity cost
The change in price of raw materials and commodities

FINANCIAL STATEMENTS
In the air conditioning market, the Internet of Things (IoT)
is a game-changing technology, especially for residential puts an additional threat to the Company’s growth as
and commercial applications. By delivering an appropriate surge in commodity cost increases the cost of final product
reminder for equipment serviceability, IoT-enabled AC thereby affecting the consumer demand. Further, currency
systems greatly reduce the chance of system downtime. It depreciation too brings a cause of concern.
also aids in lowering overall energy expenses and improving Change in Customer Strategy
overall system efficiency. Frequent changes in customers strategy for outsourcing
In addition, IoT-enabled AC systems provide real-time and insourcing of product/components pose a threat.
notifications for system maintenance and services, which
FINANCIAL REVIEW
helps extend the product’s entire lifecycle.
On a consolidated basis, total revenue stood at ` 4,20,639.73
Furthermore, cloud-based technology provides a
in FY 2021-22 as compared to ` 3,03,052.01 Lakh in
consistent client experience by allowing this equipment to
FY 2020-21. Further, the Company achieved Operating
be operated remotely. Traditional methods do not allow for
EBIDTA of ` 29,565 in FY 2021-22 as compared to
remote management of cloud-based systems, With the use
` 22,858 Lakh in FY 2020-21. PAT stood at ` 11,137.35 Lakh for
of internet connectivity, technicians may access systems
FY 2021-22 as compared to ` 8,327.92 Lakh in FY 2020-21
from anywhere and correct system flaws. As a result, overall
expenses and time spent on servicing and maintenance will Particulars FY 2021-22 FY 2020-21
come down drastically. Debtors Turnover Ratio * 3.53 3.15
Leading manufacturers are putting a lot of effort into Interest Coverage Ratio # 4.32 3.93
developing IoT-enabled AC systems that will help them Current Ratio 1.13 1.31
expand their product line and market presence. Over the Debt Equity Ratio 0.58 0.23
projection period, IoT-enabled air conditioners, as well as Operating EBITDA 7.03 7.54
their integration with cloud technologies, are expected Margin (%)
to provide a substantial potential for market players to Net Profit Margin (%) 2.65 2.75
enhance consumer adoption of the equipment.
* Debtor Turnover Ratio = Revenue from Operations/
Potential FTA’s Average Debtors
The government of India is in the process of negotiating # Interest Coverage Ratio = EBIT/Finance Cost
FTA’s with various countries. The successful negotiations
will open up global market doors for Air Conditioner and its KEY RISK AND CONCERNS
components. At Amber, we have an effective risk management that
allows us to monitor the risk and manage it in the timely
THREATS manner. The effective risk management means attempting
Threats are the factors that can pose a risk to a Company’s to control, as much as possible for future outcomes
business model due to changes in macroeconomic by acting proactively rather than reactively, effective
circumstances and consumer attitudes. Threats can be risk management offer the potential to reduce both the
addressed, but they can’t be eliminated. possibility of a risk occurring and its potential impact.

29
MANAGEMENT DISCUSSION & ANALYSIS (Contd.)

The following table contains some risk factors and their mitigation:

Risks Impact Mitigation

Changing Market Newer development in the competitive global business The Company manufactures and develops
Environment environment and potential consolidation among a diverse solution for HVAC industry as it
competitors may adversely impact the Company’s grows its business nationally and globally.
financial conditions. The Company have raised its market share
by strengthening its sales network, offer
competitive products and services, and to cut
fixed costs in order to expand its business and
enhance profitability.
Pricing pressures Clients often pursue price reduction negotiations To mitigate such currency exchange rate-related
with suppliers as their volumes increase. As a result, risks, the Company undertakes short-term risk
continuous market share gains and a broad client hedging via forward exchange contracts and
base are required to improve profitability. Also, sharp similar instruments. Amber also undertakes
fluctuations in commodity prices and currency medium to long term measures to continuously
can have an impact on Amber’s gross margins. adjust procurement and manufacturing
Furthermore, because the Company engages in operations and optimize them for changing
foreign currency-denominated transactions in the currency exchange rate trends, and to balance
procurement of raw materials and parts, as well as the imports and exports in each currency. Through
sale of goods and services, currency exchange rate this, the Company works to realize a business
fluctuations may have an impact on manufacturing structure that is not greatly impacted by
costs and sales performance. fluctuations in currency exchange rates.
Technology risk Technology transformation related to product and The Company strives to create both consumer
services that differ from those anticipated by the and societal value, and it endeavour to produce
Company, or abrupt changes to the market such as technology, products, and services that
rapidly escalating competition, including from new continually contribute to customer expectations
market entrants, may lead to the necessity to amend through in house R&D capabilities.
or transform technology or product strategy.
Procurement risk If the event management conditions at suppliers To mitigate the risk the Company and its
end deteriorates, or in case of natural disasters or suppliers set prices of raw materials and
accidents, the Company makes efforts to ensure that enable procurement at stable prices through
raw materials, parts, and other items are supplied in long-term contracts.
a stable and timely manner, and at reasonable prices.
This can be accomplished by diversifying its suppliers
and geographically dispersing sourcing, as well as
creating part commonalities and standardisation,
among other things. However, taking the measures
described above may be difficult in the short term, and
in the event of an unforeseen situation, the Company
may face shortages of raw materials and parts,
delivery delays, and other issues.

30
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

MANAGEMENT DISCUSSION & ANALYSIS (Contd.)

CORPORATE OVERVIEW
Risks Impact Mitigation
Climate change Given the world’s worsening environmental problems, Amber takes every possible measure to prevent
and other if regulations covering the use and emissions of environmental pollution from its business

STATUTORY REPORTS
environmental greenhouse effect-causing refrigerant gases, as well activities, including not only compliance with
issues as regulations pertaining to energy conservation, regulations but also the establishment of even
become more stringent, there is a possibility of stricter voluntary standards. Amber develops
increased costs required to comply with such and spreads energy-saving, high-efficiency
regulations. Furthermore, if responding adequately to air conditioners with lower global warming
these regulations is difficult and delays occur, product potential, as well as solutions for energy

FINANCIAL STATEMENTS
sales may be hampered, and smooth business efficiency throughout entire buildings. In this
operations may suffer. way, it is aggressively reducing greenhouse
gas emissions and protecting the global
environment.

HUMAN RESOURCE MANAGEMENT procedures covering all financial and operating functions.
Amber has always sought to implant the correct culture, The Audit Committee regularly reviews significant internal
promote Company values, and maintain strong employee audit findings and closure of all agreed actions and progress
identification as an organisation. Amber develops a of the audit plan. The Committee monitors the adequacy
Personal Resources strategy that balances business and reliability of financial reporting, internal control and risk
success, human advancement, and society contributions. management systems.
The HR policy also attempts to prepare the Company for Internal audit also carries out independent testing of
changes in its environment, in addition to its initiatives to operating effectiveness of internal controls. Based on the
foster diversity. It thrives on predicting, developing, and assessment carried out and evaluations of the results, the
improving talents that are matched to its various business Board of Directors are of the opinion that the Company had
lines and are suited to a changing market. an robust Internal Financial Controls system that operated
In addition to the typical reactive strategy, the Company effectively as of 31 March 2022.
has invested in the establishment of a proactive culture
of occupational health, safety, and security. The variables CAUTIONARY STATEMENT
that contribute to safety are reinforced by this proactive The Statement in this Management Discussion and
culture. Analysis Report describing the Company’s objectives,
projections, estimates, expectations, or predictions may
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY be ‘forward looking statements’ within the meaning of
The Company has an adequate internal control framework applicable laws and regulations. Actual results might differ
in place. It is designed to provide a reasonable assurance substantially or materially from those expressed or implied.
with regard to maintenance of proper accounting records Important developments that could affect the Company’s
thereby ensuring reliable financial reporting, monitoring operations include demand-supply conditions, changes
operations and compliance with applicable laws and in Government and international regulations, tax regimes,
regulations. The Company has documented policies and economic developments within and outside India and other
factors such as litigation and labour relations.

31
DIRECTOR’S REPORT 2021 - 22

Dear Members,
Your Directors are pleased to present the 32nd ANNUAL REPORT on the Business and Operations of the Company along with
the audited financial statements (standalone and consolidated) for the financial year ended 31 March 2022. The consolidated
performance of the Company and its Subsidiaries have been referred to wherever required.

1. FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

The standalone and consolidated financial highlights of the Company are as follows:
(Amount in Lakh)
Particulars Standalone Consolidated
For the financial year ended For the financial year ended
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Revenue from operations 3,13,760.43 2,29,590.56 4,20,639.73 3,03,052.01
Other Income 3,298.61 2,992.20 3,323.22 3,309.99
Total Income from operations 3,17,059.04 2,32,582.76 4,23,962.95 3,06,362.00
Total Expenses 3,10,079.44 2,24,831.24 4,08,530.80 2,94,348.76
Profit Before Tax (PBT) 6,979.60 7,751.52 15,427.15 12,013.24
Tax Expense
Current Tax 1,215.57 1,714.48 3,087.72 3,164.57
Deferred Tax 954.01 881.35 1,207.13 520.75
Profit After Tax (PAT) 4,810.02 5,155.69 11,132.30 8,327.92
Earnings Per Equity Share (`)
Basic 14.28 15.77 32.41 24.96
Diluted 14.28 15.77 32.41 24.96

2. FINANCIAL HIGHLIGHTS financial statements of the Company in respect of

• Total consolidated revenue from operations in the the reporting year.
financial year 2021-22 was ` 4,20,639.73 Lakh as
compared to ` 3,03,052.01 Lakh in financial year 3. CONSOLIDATED FINANCIAL STATEMENTS
2020-21. The consolidated financial statements of the Company
• Consolidated Profit before tax for the financial year for the financial year 2021 - 22, are prepared in
2021-22 was ` 15,427.15 Lakh as compared to
compliance with provisions of Section 129 (3) of the
` 12,013.24 Lakh in the financial year 2020-21.
Act read with Companies (Accounts) Rules, 2014 and
• Consolidated Profit after tax for the financial year
other applicable provisions of the Companies Act, 2013
2021-22 was ` 11,132.30 Lakh as compared to
(“the Act”), Indian Accounting Standards (“Ind AS”)
` 8,327.92 Lakh in the financial year 2020-21.
and the Securities and Exchange Board of India (Listing
• Standalone revenue from operations in the
Obligations and Disclosure Requirements) Regulations,
financial year 2021-22 was ` 3,13,760.43 Lakh as
compared to ` 2,29,590.56 Lakh in financial year 2015, as amended [“SEBI (LODR) Regulations”] which
2020-21. shall be placed before the members in the forthcoming
• Standalone Profit before tax for the financial year Annual General Meeting (“AGM”).
2021-22 was ` 6,979.60 Lakh as compared to To comply with Section 129 (3) of the Act, a statement
` 7,751.52 Lakh in financial year 2020 -21. containing the salient features of the financial
• Profit after tax for the financial year 2021-22 was statements of subsidiary/ associate/ joint venture
` 4,810.02 Lakh as compared to ` 5,155.69 Lakh companies is provided as Annexure in Form AOC – 1 to
in the financial year 2020-21. the consolidated financial statements of the Company
• On consolidated and standalone basis the capital and therefore not repeated hereby to avoid duplication.
expenditure on tangible assets, including rights
In accordance with Section 136 of the Act, the audited
of use of assets but excluding assets acquired
pursuant to business combination, was made of financial statements including the consolidated
` 44,592.16 Lakh and ` 31,280.91 Lakh financial statements and related information of your
respectively and; Company and audited accounts of subsidiaries
• No material changes or commitments have are available on the website of your Company at
occurred between the end of the financial year www.ambergroupindia.com.
and the date of this Report which affect the During the year, IL JIN Electronics (India) Private Limited

32
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
(“IL JIN”) and Sidwal Refrigeration’s Industries Private 2021 at Supa Plant in Pune, which is an owned premises
Limited (“SIDWAL”), subsidiaries of the Company, were and wherein the Company in Phase 1 is manufacturing
material subsidiaries, as per SEBI (LODR) Regulations. Sheet Metal components.
In terms of the provisions of Regulation 24(1) of the

STATUTORY REPORTS
Chennai (Kancheepuram)
SEBI (LODR) Regulations, appointment of one of the
Independent Directors of the Company on the Board The mass production has started in the month of
of material subsidiaries was applicable only to said December 2021 at Chennai Plant in Kancheepuram,
subsidiaries. which is a rented facility and wherein the Company in
Phase 1 is manufacturing Sheet Metal components
Independent Audit Reports of the material subsidiaries
and Heat Exchangers.
are available on the website of the Company. The

FINANCIAL STATEMENTS
Secretarial Audit report of these material subsidiaries Under Progress Facility
does not contain any qualification, reservation or Sri City (Andra Pradesh)
adverse remark or disclaimer. The Company monitors
The construction work is under progress at Sri City
performance of subsidiary companies, inter alia, by the
Plant in Andra Pradesh, which is an owned premises
following means:
and wherein the Company shall manufacture
• Financial statements, in particular investments
Complete FG IDU + ODU with backward integration AC
made by subsidiary companies, are reviewed
manufacturing facility.
quarterly by the Company’s Audit Committee;
The mass production is expected to start by October,
• Minutes of Board meetings of subsidiary
2022.
companies are placed before the Company’s
Board regularly;
5. DEPOSITS
• A statement containing all significant transactions
During the year under review, the Company has not
and arrangements entered into by subsidiary
accepted any deposits from the public under Section
companies is placed before the Company’s Board;
73 and 76 of the Act and rules made thereunder and
• The Company’s Policy for determining Material no amount of principal or interest was outstanding as
Subsidiaries is available on the website of the at the end of financial year 2021-22. There were no
Company and can be accessed at Web-link: unclaimed or unpaid deposits lying with the Company.
http://www.ambergroupindia.com/policy-
determination-material-subsidiary-governance- 6. TRANSFER TO GENERAL RESERVE
subsidiary.
Details with regard to amount transferred to reserves
Furthermore, pursuant to Regulation 24(A) of SEBI are provided in the notes to financial statements
(LODR) Regulations, read with Guidance note on Annual forming part of this Annual Report.
Secretarial Compliance Report issued by Institute of
Company Secretaries of India, the Secretarial Audit 7. CHANGE IN THE NATURE OF BUSINESS, IF ANY
report (MR-3) of Material Subsidiaries i.e. IL JIN and
During the financial year 2021-22 under review,
SIDWAL forms part of the Annual Report.
there was no change in the nature of business of the
Company or any of its subsidiaries or associates.
4. CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC
ALLIANCES The Company added few segments in its line of
products which are manufactured by its Subsidiary
During the financial year, the Company have started
three new facilities one in Kadi (Ahmedabad), other in Companies.
Supa (Pune) and third one in Chennai (Kancheepuram)
8. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
for expanding Room Air Conditioners and Components
capacities alongwith geographical reach. The Board of Directors didn’t recommend any Dividend for
the financial year 2021 - 2022, due to ongoing expansion of
Kadi (Ahmedabad)
manufacturing facilities and new acquisitions.
The mass production has started in the month of
The Board of Directors of the Company had approved
October 2021 at Kadi Plant in Ahmedabad which
and adopted the Dividend Distribution Policy containing
is a rented premises and wherein the Company is
all the necessary details as required by the SEBI
manufacturing Injection Moulding components.
(LODR) Regulations. The Dividend shall be payable
Supa (Pune) in accordance with the Dividend Distribution Policy,
The parts supply has started in the month of December which is available on the website of the Company at

33
DIRECTOR’S REPORT 2021 - 22 (Contd.)

http://www.ambergroupindia.com/dividend-distribution- various industries (“Business”). The Business is being

policy/ and is also provided as “Annexure – A”. There acquired by Pravartaka from Pioneer Tooling Services
has been no change in the said policy during the year. (“Pioneer”) one of the leading injection moulding tool
The Register of Members and Share Transfer Books of maker and injection moulding components maker
your Company shall remain closed from 23 July 2022 for consumer durable, automotive and electronics
to 29 July 2022 (both days inclusive) for the purpose of industry on slump sale basis in the financial year
the ensuing Annual General Meeting. 2021-22.
By virtue of the aforesaid acquisition of 60% stake in
9. ACQUISITIONS equity share capital of Pravartaka, the Pravartaka has
Amber Enterprises USA Inc. become a subsidiary of the Company with effect from
1 February 2022.
The Company has invested 100,000 USD in Amber
Enterprises USA Inc. and has been allotted 100,000 10. CREDIT RATING
common stock at par value of USD 1 per share.
CRISIL
Post the allotment of shares as referred above, Amber
Enterprises USA Inc. has become Wholly Owned During the financial year, CRISIL Ratings has upgraded
Subsidiary of Amber Enterprises India Limited w.e.f 13 on the bank facilities of Amber Enterprises India
September 2021. Limited (Amber; part of the Amber group) to ‘CRISIL
AA-/Stable/CRISIL A1+’ from ‘CRISIL A+/Positive/
AmberPR Technoplast India Private Limited (formerly CRISIL A1’. The details of rating action are mentioned
known as Pasio India Private Limited (“AmberPR”) below:
The Company has entered into the definitive
Rating Action
agreements with AmberPR Technoplast India Private
Limited (“AmberPR”) and acquired 73% stake in the Total Bank Loan ` 1285 Cr (Enhanced from
equity share capital of AmberPR, which is engaged Facilities Rated ` 935 Cr)
in the business of (i) cross flow fans and its plastic
Long term rating CRISIL AA-/Stable (Upgraded
parts, (ii) fans and fan guard for outdoor units of room
from ‘CRISIL A+ / Positive’ and
air conditioners, (iii) plastic parts for water dispenser
outlook revised to ‘Stable’)
and refrigeration applications (other than automobile
industry) and (iv) plastic parts for seats of trucks, Short term rating CRISIL A1+ (Upgraded from
tractors and buses (“Business”). The Business is ‘CRISIL A1 ‘)
being acquired by AmberPR from Pee Aar (“a private 1 Cr = 10 million
limited Company”), one of the leading cross flow
fans manufacturer in India along with other plastic ICRA Limited
components for various industries, on slump sale The Rating Committee of ICRA, has assigned a long-
basis during the financial year 2021-22. term rating of [ICRA]AA- (pronounced ICRA double A
By virtue of the aforesaid acquisition of 73% stake in minus) (“Rating”) to Amber Enterprises India Limited
equity share capital of AmberPR, the AmberPR has (“Amber”). The Outlook on the long-term rating is
become a subsidiary of the Company with effect from “Stable”. It reflects ICRA’s expectation that despite the
1 December 2021. adverse impact of Covid-19 in the near-term, Amber is
expected to maintain a strong credit profile, supported
Pravartaka Tooling Services Private Limited by its resilient business profile, low external borrowings,
The Company has entered into the definitive comfortable capital structure and healthy liquidity
agreements with Pravartaka Tooling Services Private position. The details of rating action are mentioned
Limited (“Pravartaka”) and acquired 60% stake in the below:
equity share capital of Pravartaka, which is engage in
the business of injection mould tool manufacturing
and injection moulding components manufacturing for

34
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
Rating Action 14. EMPLOYEE STOCK OPTION SCHEMES

Instrument Current Rated Rating Action The Company had introduced an employee stock
Amount option plan namely “Amber Enterprises India Limited

STATUTORY REPORTS
- Employee Stock Option Plan 2017” (“ESOP 2017”/
Issuer Rating - [ICRA] AA-
“Plan”) to attract, retain, incentivise and motivate the
(stable)
Company’s and its Subsidiaries’ eligible employees
and enable them to participate, directly or indirectly,
11. SHARE CAPITAL STRUCTURE
in the long-term growth and success of the Company.
There has been no increase / decrease in the Authorised Also, such tools act as a retention mechanism by
Share Capital and issued and paid-up share capital of enabling employee participation in the business as its

FINANCIAL STATEMENTS
the Company during the year under review. active member.
The Authorised Share Capital of the Company is The total Options reserve under ESOP 2017 are
` 45,00,00,000/- (Rupees Forty Five Crore only) divided 10,10,800 (Ten Lakh Ten Thousand Eight Hundred)
into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of Options.
` 10/- (Rupees Ten) each.
Pursuant to the said ESOP 2017, the Nomination
The issued and paid-up share capital of the Company and Remuneration Committee at its meeting held
as on 31 March 2022 was ` 33,69,37,310 divided into on 19 April 2021 has approved the Grant of 220,000
3,36,93,731 equity shares of ` 10 each. stock options under Amber Enterprises India Limited
The Company has only one class of equity shares with - Employee Stock Option Plan 2017’ (“ESOP 2017”/
face value of ` 10 each, ranking pari passu. “Plan”) to eligible employees (present and/or future) of
the Company and its subsidiary Company (ies) from
12. INVESTOR EDUCATION AND PROTECTION FUND time to time in one or more tranches.
During the year under review, the Company was not Disclosures on details of options granted and
required to transfer any funds to Investor Education other details as required under the Securities and
and Protection Funds (IEPF). Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 read with Securities
13. FINANCIAL LIQUIDITY and Exchange Board of India circular no. CIR/ CFD/
On standalone basis cash and cash equivalent as at POLICY CELL/2/2015 dated 16 June 2015 are set out
31 March 2022 was ` 77,411.53 Lakh (previous year in Annexure B to this Report. Further, details of options
` 47,643.16 Lakh). The Company’s working capital granted are included in the notes to accounts forming
management is robust and involves a well-organised part of standalone financial statements.
process which facilitates continuous monitoring The Company has received a certificate from Amit
and control over receivables, inventories and other Chaturvedi & Associates, Secretarial Auditors that
parameters. Due to the nature of the business, the the ESOP 2017 for grant of stock options has been
Company maintains flexibility in funding by maintaining implemented in accordance with the SEBI Regulations
availability under committed facilities. Management and the resolution passed by the members in their
monitors rolling forecasts of the Company’s liquidity general meeting and via postal ballot. The certificate
position and cash and cash equivalents on the basis of would be placed/available at the ensuing Annual
expected cash flows. The Company takes into account General Meeting for inspection by the members.
the liquidity of the market in which the entity operates.
In addition, the Company’s liquidity management policy 15. RELATED PARTY TRANSACTIONS
involves projecting cash flows in major currencies and In line with the requirements of the Act and SEBI
considering the level of liquid assets necessary to meet (LODR) Regulations, the Company has formulated
these, monitoring balance sheet liquidity ratios against a Policy on Related Party Transactions which is also
internal and external regulatory requirements and available on the Company’s website at http://www.
maintaining debt financing plans. ambergroupindia.com/policy-materiality-dealing-
Note: Cash and cash equivalents mentioned above related-party-transactions The Policy intends to
includes other bank balances, bank deposits with more ensure that proper reporting, approval and disclosure
than 12 months maturity and investment in bonds. processes are in place for all transactions between the
Company and Related Parties.

35
DIRECTOR’S REPORT 2021 - 22 (Contd.)

All related party transactions are placed before the Act, a separate statement containing salient features
Audit Committee and also the Board for approval. Prior of financial statements of subsidiaries, associates
omnibus approval of the Audit Committee is obtained and joint ventures of the Company forms part of
as per SEBI (LODR) Regulations for the transactions consolidated financial statements.
which are foreseen and are repetitive in nature.
Wholly Owned Subsidiaries
Further, during the year, the Company has entered
into contract or arrangement or transaction with the PICL (India) Private Limited (“PICL”)
Related Parties which could be considered material PICL, a wholly owned subsidiary of the Company was
in accordance with the Policy of the Company on incorporated as a Private Limited Company on 13
materiality of Related Party Transactions and as per September 1994 under the provisions of Companies
the SEBI (LODR) Regulations. These transactions are Act, 1956 having its Registered Office in New Delhi
in the ordinary course of business and are on arm’s with the business of manufacturing various kinds
length basis. In view of the above, disclosure in Form of fractional horse power motors for WACs, SACs,
AOC-2 is not applicable. Commercial air conditioners and other applications.
For details on Related Party Transactions, you may During financial year 2021 - 22, PICL has reported total
refer Notes to financial statements forming part of the income of ` 23,673.10 Lakh and Net Profit of ` 886.95
Annual Report. Lakh.

Appserve Appliance Private Limited (“Appserve”)

16. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS Appserve, a wholly owned subsidiary of the Company
was incorporated as a Private Limited Company on 4
Particulars of loans, guarantees given and investments
December 2017 under the provision of the Act having
made during the year in accordance with Section
its Registered Office in Rajpura, Punjab with the object
186 of the Act forms part of the notes to the financial
of carrying out the business of manufacture, repair,
statements provided in this Annual Report. All the loans,
maintenance, installation, assembly and routine
guarantees & securities are given and investments are
servicing activities of all kinds of white goods i.e. RACs,
made for the Business purpose.
washing machines, refrigerators, consumer durables
and other similar equipment and components and to
17. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
establish repair shops for the same along with other
The Company has following wholly owned subsidiaries related activities.
and subsidiaries :
During financial year 2021 - 22, Appserve has reported
WHOLLY OWNED SUBSIDIARIES ` 0.14 Lakh income and booked a net loss of ` (3.18)
Lakh.
1. PICL (India) Private Limited;
2. Appserve Appliance Private Limited IL JIN Electronics (India) Private Limited (“IL JIN”)

3. Sidwal Refrigeration Industries Private Limited IL JIN, a subsidiary of the Company was incorporated
as a Private Limited Company on 11 September 2001
4. Amber Enterprises USA Inc.
under the provisions of Companies Act, 1956 having
its Registered Office in New Delhi. The Company
SUBSIDIARIES
holds 70% stake in the equity share capital of IL JIN.
1. IL JIN Electronics (India) Private Limited;
IL JIN is engaged in the business of manufacturing,
2. EVER Electronics Private Limited. assembling, dealing, importing and exporting of
3. AmberPR Technoplast India Private Limited electronic assembled printed circuit boards for Air
(Formerly known as Pasio India Private Limited) conditioners and other consumer durables, electronics
4. Pravartaka Tooling Services Private Limited and automobiles.

The Company shall make available the financial During financial year 2021 - 22, IL JIN has reported
statements of the subsidiary companies to any total income of ` 42,730.48 Lakh and Net profit of
member of the Company who may be interested in ` 113.46 Lakh.
obtaining the same. Further, the financial statements Ever Electronics Private Limited (“EVER”)
of the subsidiaries are also available on the website
EVER, a subsidiary of the Company was incorporated
of the Company viz. www.ambergroupindia.com.
as a Private Limited Company on 2 August 2004 under
To comply with the provisions of Section 129 of the
the provisions of Companies Act, 1956 having its

36
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
Registered Office in Pune, Maharashtra. The Company cross flow fans manufacturer in India along with other
holds 70% stake in the equity share capital of EVER. plastic components for various industries, on slump
EVER is engaged in the business of assembly of sale basis during the financial year 2021-22.
electronics printed circuit boards for Air conditioners

STATUTORY REPORTS
During financial year 2021 - 22, AmberPR has reported
and other consumer durables, electronics and total income of ` 8,708.48 Lakh and Net profit of
automobiles. ` 193.68 Lakh.
During financial year 2021 - 22, EVER has reported
Pravartaka Tooling Services Private Limited
total income of ` 22,380.21 Lakh and Net profit of
(“Pravartaka”)
` 858.22 Lakh.
Pravartaka Tooling Services Private Limited, a

FINANCIAL STATEMENTS
Sidwal Refrigeration Industries Private Limited subsidiary of the Company was incorporated as a
(“Sidwal”) Private Limited Company on 27 April 2021 under
Sidwal, a wholly owned subsidiary of the Company the provisions of Companies Act, 2013 having its
was incorporated as a Private Limited Company on 16 Registered Office in New Delhi and is engaged in the
August 1965 under the provisions of Companies Act, business of manufacturing of injection mould tool
1956 having its Registered Office in New Delhi and is manufacturing and injection moulding components
engaged in the business of manufacturing and sale of manufacturing for various industries (“Business”).
Heating, Ventilation and Air Conditioning equipment for The Business is being acquired by Pravartaka from
railways, metros, Defence, bus, telecom, commercial Pioneer Tooling Services (“Pioneer”) one of the
refrigeration and related components for private and leading injection moulding tool maker and injection
government customers. moulding components maker for consumer durable,
During financial year 2021 - 22, Sidwal has reported automotive and electronics industry on slump sale
total income of ` 29,095.02 Lakh and Net profit of basis in the financial year 2021-22.
` 4,920.82 Lakh. For the Period ended 31 March, 2022 Pravartaka has
reported total income of ` 3703.34 Lakh and booked a
Amber Enterprises USA Inc.
net loss of ` (738.97) Lakh.
Amber Enterprises USA Inc., is a corporation a wholly
None of the above named wholly owned subsidiaries
owned subsidiary of the Company incorporated in the
and subsidiaries declared any Dividend during the
state of Delaware, engage in the business of sales and
financial year 2021-22.
Marketing alongwith trading activities.
A statement containing highlights of performance
During the financial year 2021 -22, the Company has
of each subsidiary Company, salient features of their
invested 100,000 USD in Amber Enterprises USA Inc.
financial statements for the financial year ended
and has been allotted 100,000 common stock at par
31 March 2022 and their contribution to the overall
value of USD 1 per share.
performance of the Company is provided in Form AOC
During financial year 2021 - 22, Amber Enterprises USA - 1 as “Annexure - C” and forms part of this Annual
Inc. has reported total income of ` 50.24 Lakh and Net Report and the consolidated financial statements of
profit of ` 20.60 Lakh. the Company for the reference of the members. The
AmberPR Technoplast India Private Limited (formerly same is not being repeated here for the sake of brevity.
known as Pasio India Private Limited (“AmberPR”) There are no companies which have ceased to be its
AmberPR, a subsidiary of the Company was subsidiaries, joint ventures or associates companies
incorporated as a Private Limited Company on 19 during the financial year.
July 2013 under the provisions of Companies Act, 17.1 MATERIAL SUBSIDIARIES
2013 having its Registered Office in New Delhi and is
To comply with the provisions of Regulation 16(c)
engaged in the business of manufacturing of (i) cross
of SEBI (LODR) Regulations, the Board of Directors
flow fans and its plastic parts, (ii) fans and fan guard
of the Company have approved and adopted a
for outdoor units of room air conditioners, (iii) plastic
Policy for determining material subsidiary and
parts for water dispenser and refrigeration applications
as on 31 March 2022, IL JIN and Sidwal are the
(other than automobile industry) and (iv) plastic parts
material subsidiaries of the Company in terms of
for seats of trucks, tractors and buses (“Business”).
the said policy. The policy on material subsidiary
The Business is being acquired by AmberPR from Pee
has been uploaded on the website of the Company
Aar (“a private limited Company”), one of the leading
at the Web-link: http: //www.ambergroupindia.

37
DIRECTOR’S REPORT 2021 - 22 (Contd.)

com/policy-determination-material-subsidiary- Mr. Arvind Uppal has over thirty-one years

governance-subsidiary. in the consumer industry with extensive
board experience. He held key positions in
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL top management, general management and
The Board of Directors (the “Board”) are responsible marketing across the geographies of Asia pacific
for and committed to sound principles of Corporate and Europe. Strategic thinker with a proven track
Governance in the Company. The Board’s focus is on record of having turned around businesses.
the formulation of business strategy, policy and control. Recognised as a game changer, having received
Matters reserved for the Board are those affecting the several accolades during his leadership roles
Company’s overall strategic policies, finances and with an inherent passion to nurture and mentor
shareholders. These include, but are not restricted startups.
to, deliberation of business plans, risk management, The Board opines that Mr. Arvind Uppal has
internal control, preliminary announcements of requisite integrity, expertise and experience
interim and final financial results, dividend policy, with capability to critically analyze each of the
annual budgets, major corporate activities such as Business segments and bring in more value to the
material acquisitions and disposals and connected organisation as a whole.
transactions. The resolution for regularisation of his
The Board has delegated part of its functions and appointment by the shareholders of the Company,
duties to Executive committee and day-to-day forms part of the Notice of 32nd Annual General
operational responsibilities are specifically delegated Meeting of the Company.
to the management.
B. Re-appointment of Mr. Daljit Singh as a
The Company has a professional Board with right mix Managing Director of the Company
of knowledge, skills and expertise with an optimum
Mr. Daljit Singh (DIN : 02023964) was appointed
combination of Executive, Non-Executive and
as a Managing Director of the Company at the
Independent Directors including one Woman Director.
Board meeting of the Company held on 25 August
The Board provides strategic guidance and direction
2017 for a period of consecutive 5 years. His
to the Company in achieving its business objectives
present term is due for renewal on 24 August
and protecting the interest of the stakeholders. Your
2022.
Board is also supported by Six Committees viz. Audit
Committee, Nomination & Remuneration Committee, Mr. Daljit Singh has been serving the Board
Corporate Social Responsibility Committee, of Amber Enterprises India Limited (“Amber),
Stakeholders’ Relationship Committee, Executive since 1 January 2008 and he has been serving
Committee of the Board and Risk Management as Managing Director of the Company since
Committee. 25 August 2017. With his in depth knowledge
and wide experience of 14 years, he has been
Directors and Key Managerial Personnel who were very instrumental in executing the strategy
Appointed/Re-appointed or have resigned during the of converting the Company into total solution
Year provider for HVAC industry.
Directors Under his astute leadership, the Company could
A. Appointment of Mr. Arvind Uppal as an Additional not only become multi location organisation
Director in the capacity of Non- Executive & in India but also diversify into various product
Independent Director categories for India.

In order to promote good governance, the He has provided keen and commendable
Company was required to have diversified Board contribution to overall growth of Amber. In
which brings experience and provides their 2016, he received “Entrepreneur of the Year”
valuable contribution towards the growth of the award from Ludhiana Management Association.
Company. Therefore, to strengthen the existing In 2017, he played pivotal role in successful
Board, Mr. Arvind Uppal was appointed as an completion of Initial Public Offering of the
Additional Director on the Board in the capacity Company. His leadership skills and meticulous
of Non- Executive & Independent Director w.e.f 13 attention to execution, enabled the Company
May 2022 for a period of 2 consecutive years. towards operational excellence, technological
advancements, new product line up, and

38
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
continuous innovation. for Directors and Senior Management personnel
The present term of Mr. Daljit Singh is expiring formulated by the Company.
on 24 August 2022 and being eligible under Key Managerial Personnel (“KMP”)

STATUTORY REPORTS
Section 196, 197 read with Schedule V, it would
In accordance with the provisions of Section
be appropriate to re-appoint Mr. Daljit Singh for
2(51) and 203 of the Act read with Companies
a period of 5 consecutive years w.e.f. 25 August
(Appointment and Remuneration of Managerial
2022. Therefore, the Board of Directors of the
Personnel) Rules, 2014, following continued to be
Company, based on the recommendation of
the Key Managerial Personnel’s of the Company
Nomination and Remuneration Committee of the
Board, has recommended to reappoint Mr. Daljit (a) Mr. Jasbir Singh– Chairman & Chief

FINANCIAL STATEMENTS
Singh as Managing Director of the Company for Executive Officer
a period of five consecutive years w.e.f 25 August (b) Mr. Daljit Singh – Managing Director
2022. (c) Mr. Sanjay Arora – Chief Executive Officer
The resolution for his re-appointment as a (Electronics Division)
Managing Director by the shareholders of the (d) Mr. Udaiveer Singh – Chief Executive Officer
Company, forms part of the Notice of 32nd Annual (Mobility Application Division)
General Meeting of the Company. (e) Mr. Sachin Gupta – Chief Executive Officer
C. Resignation of Mr. Satwinder Singh from position (RAC and CAC Division)
of an Independent Director (f) Mr. Sudhir Goyal – Chief Financial Officer
Mr. Satwinder Singh (DIN: 00164903), Independent (g) Ms. Konica Yadav – Company Secretary and
Director of the Company has resigned from the Compliance Officer
Board of Directors w.e.f. 13 May 2022 at closing
business hours, due to his engagement in other 19. BOARD MEETINGS
professional activities and there is no other The Company holds minimum of 4 (four) Board
material reason for resignation. meetings in each calendar year with a gap of not more
Directors Liable to Retire by Rotation than one hundred and twenty days between any two
consecutive Meetings. Additional meetings of the
In accordance with the provisions of the Act, not
Board/ Committees are convened as may be necessary
less than 2/3rd (Two-third) of the total number of
for proper management of the business operations of
Directors (other than Independent Directors) shall
the Company.
be liable to retire by rotation. Accordingly, pursuant
to the Act read with Articles of Association of the The agenda and Notice for the Meetings is prepared
Company, Mr. Jasbir Singh (DIN: 00259632) is and circulated in advance to the Directors. The Board
liable to retire by rotation and, being eligible, offers of Directors of the Company met 5 (five) times during
himself for re-appointment. the financial year 2021-22 i.e. 19 April 2021, 22 May
2021, 7 August 2021, 30 October 2021 and 29 January
Declaration from Independent Directors 2022.
The Company has received declarations from all The necessary quorum was present at all the meetings.
the Independent Directors confirming that they The intervening gap between any two meetings was not
meet/continue to meet, as the case may be, the more than one hundred and twenty days as prescribed
criteria of Independence under sub-section (6) of by the Act. A detailed update on the Board & its
section 149 of the Act and Regulation 16(1) (b) of Committees, composition thereof, number of meetings
the SEBI (LODR) Regulations. held during financial year 2021-22 and attendance of
In the opinion of the Board, Independent Directors the Directors at such meeting is provided in the Section
fulfill the conditions specified in the Act, Rules “Board of Directors” of “Corporate Governance Report”.
made thereunder and SEBI (LODR) Regulations
and are independent of the management. 20. BOARD COMMITTEES
Also, the Independent Directors have complied The Board had duly constituted following Committees,
with the Code for Independent Directors prescribed which are in line with the provisions of applicable laws:
in Schedule IV of the Act and have confirmed that A. Audit Committee
they are in compliance with the Code of Conduct
B. Nomination and Remuneration Committee

39
DIRECTOR’S REPORT 2021 - 22 (Contd.)

C. Corporate Social Responsibility Committee programme are explained in the Corporate Governance
D. Stakeholders’ Relationship Committee Report. The same is also available on the website of
the Company at www.ambergroupindia.com
E. Risk Management Committee
F. Executive Committee 24. REMUNERATION POLICY
A detailed update on the composition, number of Pursuant to the provisions of Section 178 of the Act
meetings, attendance and terms of reference of read with Rules made thereunder and Regulation
aforesaid Committees are provided in the section 19 of SEBI (LODR) Regulations, the Nomination and
“Committees of the Board” of “Corporate Governance Remuneration Committee (“NRC”) of your Board has
Report”. formulated a Remuneration Policy for the appointment
and determination of remuneration of the Directors,
21. MEETINGS OF INDEPENDENT DIRECTORS Key Managerial Personnel, Senior Management and
As per Schedule IV of the Act, Secretarial Standards-1 other employees of the Company. The NRC has also
(‘SS-1’) read with the Guidance Note on SS-1 and SEBI developed the criteria for determining the qualifications,
(LODR) Regulations, the meeting of the Independent positive attributes and independence of Directors and
Directors was held on 21 December 2021. for making payments to Executive and Non-Executive
Directors of the Company.
22. ANNUAL EVALUATION OF THE BOARD, ITS
The NRC takes into consideration the best remuneration
COMMITTEES AND INDIVIDUAL DIRECTORS
practices in the industry while fixing appropriate
Pursuant to the provisions of the Act and the SEBI remuneration packages and for administering the
(LODR) Regulations, annual evaluation of the Board, its long-term incentive plans, such as ESOPs, ESOSs etc.
Committees and individual directors has been carried
Further, the compensation package of the Directors,
out on the basis of Guidance Note on Board Evaluation
Key Managerial Personnel, Senior Management and
issued by Securities and Exchange Board of India
other employees is designed based on the set of
(“SEBI”).
principles enumerated in the said policy.
To facilitate the evaluation process, Board and its
Your Directors affirm that the remuneration paid
Committee’s self-evaluation questionnaires were
to the Directors, Key Managerial Personnel, Senior
circulated to the Board members and respective
Management and other employees is as per the
Committee members and an online link was also
Remuneration Policy of the Company.
provided to the Board members and respective
Committee members wherein an option was provided The ratio of the remuneration of each of the Whole time
to the Board and Committee members to fill in the said Director, Managing Director to the median of employees
questionnaires online. remuneration as per section 197(12) of the Act, read
with Rule 5 (1) of the Companies (Appointment and
Basis the results of the aforesaid questionnaire and
Remuneration of Managerial Personnel) Rules, 2014
feedback received from the Directors and respective
for the financial year under review forms part of this
Committee members, the performance evaluation of
report and provided as “Annexure – D”.
the Independent Directors was carried out by the entire
Board excluding the Director being evaluated. The The Remuneration Policy of the Company can be viewed
performance evaluation of the Executive Chairman and at the following link: http://www.ambergroupindia.
Managing Director was carried out by the Independent com/nomination-remuneration-policy.
Directors. The Directors have expressed their
25. REMUNERATION OF DIRECTORS, KEY MANAGERIAL
satisfaction with the evaluation process.
PERSONNEL AND PARTICULARS OF EMPLOYEES
23.
FAMILIARISATION PROGRAMME FOR THE 25.1 PERSONNEL
INDEPENDENT DIRECTORS As on 31 March 2022, total number of permanent
In compliance with the requirements of the SEBI employees on the records of the Company were 1363.
(LODR) Regulations, the Company has put in place Your Directors places on record their appreciation
a familiarisation programme for the Independent for the significant contribution made by all
Directors to familiarise them with their roles, rights and employees, who through their competence,
responsibility as Directors, working of the Company, dedication, hard work, co-operation and support
nature of the industry in which the Company operates, have enabled the Company to cross new
business model etc. The details of the familiarisation milestones on a continual basis.

40
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
25.2 PARTICULARS OF EMPLOYEES Further, there were no frauds reported by the
The information in respect of employees of the statutory auditor to the Audit Committee or the
Company required pursuant to Rule 5 of the Board under Section 143(12) of the Act.

STATUTORY REPORTS
Companies (Appointment and Remuneration of The term of the Statutory Auditors i.e. M/s Walker,
Managerial Personnel) Rules 2014 will be provided Chandiok & Co LLP, Chartered Accountants,
upon request. In terms of Section 136 of the Act, having Firm Registration No. 001076N/N500013
the report and financial statements are being is expiring in ensuing Annual General meeting of
sent to the Members and others entitled thereto, the Company
excluding the aforesaid disclosure. If any member As per Section 139(2) provision (ii) of the
is interested in obtaining a copy thereof, such

FINANCIAL STATEMENTS
Companies Act, 2013, an audit firm which has
member may write to the Company Secretary in completed two terms of five consecutive years,
this regard. shall not be eligible for re-appointment as auditor
in the same Company for five years from the
26. AUDITORS completion of such term.
26.1 
STATUTORY AUDITORS AND AUDITORS’ On the recommendation of Audit Committee and
REPORT Board, the Company now proposes to appoint
M/s Walker Chandiok & Co. LLP, were initially M/s S.R. Batliboi & Co. LLP (Firm Registration
appointed as the statutory auditors of the No: 301003E/E300005), Chartered Accountants,
Company, for the financial year 2012-13 and as Statutory Auditors of the Company for the
2013-14, according to Section 224(1) of the first term of 5 Years from the conclusion of this
Companies Act, 1956. Annual General Meeting till the conclusion of the
Thereafter the Company, in compliance with the 37th Annual General Meeting of the Company to
“Transitional Period” appointed the M/s Walker be held in the year 2027.
Chandiok & Co. LLP as per erstwhile Companies The eligibility confirmation has been obtained
Act, 1956 for the financial year 2014-15 and opted from M/s S.R. Batliboi & Co. LLP, Chartered
for one-year transition period of the financial year Accountants.
2014-15. Resolution seeking your approval on this item is
The Company further appointed M/s Walker included in the Notice convening the 32nd Annual
Chandiok & Co. LLP for one term of five General Meeting.
consecutive financial year 2015-16 to 2019-20. 26.2 SECRETARIAL AUDITOR
M/s Walker Chandiok & Co. LLP have completed
Pursuant to the provisions of Section 204 of the
only 8 years of continuous appointment as the
Act read with the Companies (Appointment and
statutory auditors of the Company.
Remuneration of Managerial Personnel) Rules,
Thereafter, the Company appoint M/s Walker 2014, the Company has appointed M/s. Amit
Chandiok & Co. LLP for a second term of two Chaturvedi & Associates, a practicing Company
years for the financial year 2020-21 and 2021-22 Secretary firm (Certificate of Practice Number:
from the conclusion of the 30th Annual General 14332) to conduct the Secretarial Audit of the
Meeting till the conclusion of the 32nd Annual Company for the financial year 2021 - 22.
General Meeting of the Company to be held in the
The Company has annexed to this Board Report
year 2022.
as “Annexure - E”, the Secretarial Audit Report
They have audited the financial statements of the given by the Secretarial Auditor.
Company for the financial year under review. The
The Secretarial Audit report does not contain any
observations of statutory auditor in their Report
qualification, reservation or adverse remark.
read with relevant Notes to financial statements
are self-explanatory and therefore, do not require 26.3 INTERNAL AUDITOR
further explanation. During the financial year under review, Company
The Statutory Auditor’s report does not contain has appointed M/s Deepak Gulati & Associates,
Chartered Accountants as Internal Auditor of the
any qualifications, reservations, adverse remarks
Company for the financial year 2021–22.
or disclaimers, which would be required to be
dealt with in the Boards’ Report. Findings and reports by Internal Auditor
are reviewed by the Audit Committee about

41
DIRECTOR’S REPORT 2021 - 22 (Contd.)

compliance with internal controls, the efficiency financial transactions are authorised, recorded
and effectiveness of operations as well as key and reported correctly.
process risks. The Audit Committee periodically An extensive risk based programme of internal
reviews internal audit plans, significant audit audits and management reviews provides
findings and adequacy of internal controls. assurance to the Board regarding the adequacy
26.4 COST AUDITOR and efficacy of internal controls. The internal audit
plan is also aligned to the business objectives of
Pursuant to the provisions of Section 148(3) of
the Company. Comprehensive policies, guidelines
the Act read with Rule 14 of the Companies (Audit
and procedures are laid down for all business
and Auditors) Rules, 2014 (including any statutory
processes. The internal control system has been
amendment(s) or re-enactments thereof) and all
designed to ensure that financial and other records
other applicable rules, regulations and guidelines
are reliable for preparing financial and other
framed thereunder as may be applicable from
statements and for maintaining accountability of
time to time, the Board of Directors had on
assets.
the recommendation of the Audit Committee
appointed M/s. K.G. Goyal & Associates, a firm of Significant features of the Company’s internal
Cost Accountants (Firm Registration No.000024), control system are:
having its office at 4A, Pocket 2, Mix Housing • A well-established, independent, Internal
Scheme, New Kondli, Mayur Vihar – III, New Delhi Audit team operates in line with best-in-class
– 110 096 as Cost Auditor of the Company for the governance practices. It reviews and reports
financial year 2022 - 23. to the Audit Committee about compliance
The partners of the firm are holding a valid with internal controls, the efficiency and
certificate of practice under sub-section (1) of effectiveness of operations as well as key
Section 6 of Cost and Works Accountants Act, process risks.
1959. • The Audit Committee periodically reviews
The Company has received the certificate from internal audit plans, significant audit findings
M/s. K.G. Goyal & Associates, Cost Accountants, and adequacy of internal controls.
certifying they are independent firm of Cost • Systematic self-certification of adherence to
Accountants and having arm’s length relationship key internal controls, as part of control self-
with the Company. assurance by process owners, monitors and
Cost Audit Report for the financial year 2021 – 22 reviewers.
is required to be filed by the Company with the • Adherence with a comprehensive
Ministry of Corporate Affairs and Company will do information security policy and continuous
the related compliance accordingly. upgrades of the Company’s IT systems for
Further, the remuneration of ` 45,000/- excluding strengthening automated controls.
applicable taxes and out of pocket expenses, if any • During the financial year, the internal controls
payable to the Cost Auditor needs to be approved were tested and found effective, as a part of
by the members at ensuing General Meeting of the Management’s control testing initiative.
the Company. The resolution seeking members’ The report on the Internal Financial Controls
ratification on this item is included in the Notice issued by M/s. Walker Chandiok & Co. LLP,
convening the 32nd Annual General Meeting. Chartered Accountant, the Statutory Auditors of
26.5 INTERNAL FINANCIAL CONTROLS AND THEIR the Company is annexed to the Audit Report on
ADEQUACY the financial statements of the Company and
does not contain any reportable weakness of the
The Company has established an internal
Company.
control system, commensurate with the size,
nature, scale and complexity of its operations. The Internal Auditors of the Company have
The Company has a robust and well embedded direct access to the Audit Committee of the
system of internal controls. This ensures that all Board. Furthermore, the Internal Auditors are
assets are safeguarded and protected against also responsible for following up the corrective
loss from unauthorised use or disposition and all actions to ensure that satisfactory controls are
maintained.

42
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
Accordingly, the Board, with the concurrence of have identified some elements of risks, which,
the Audit Committee and the Auditors is of the according to them are crucial to the Company. Details
opinion that the Company’s Internal Financial of these elements of risks have been covered in the
Controls were adequate and operating effectively Management Discussion and Analysis, which form part

STATUTORY REPORTS
for the financial year ended 31 March 2022. of this Annual Report and in Note 53 of the standalone
financial statements.
27. RISK MANAGEMENT POLICY / FRAMEWORK The Risk Management Committee maintains
Pursuant to the provisions of Regulation 21(5) of comprehensive risk management systems to ensure
SEBI (LODR) Regulations, as amended, the top 1000 that the effectiveness of the mitigation action plan gets
listed entities, determined on the basis of market assessed independently. The effectiveness of system

FINANCIAL STATEMENTS
capitalisation, as at the end of the immediate previous assessed and reviewed by the Risk Management
financial year shall constitute a Risk Management Committee on need basis and annually.
Committee. The Company’s Board of Directors has overall
Accordingly, the Board of Directors has constituted responsibility for the establishment and oversight of
its Risk Management Committee to assist the Board the Company’s risk management framework. The Note
in fulfilling its responsibilities relating to evaluation 53 of the standalone financial statements explains the
and mitigating various risks exposures that potentially sources of risk which the entity is exposed to and how
impact the Company. the entity manages the risk and the related impact in
At present the Risk Management Committee the financial statements.
comprises Ms. Sudha Pillai, Mr. Jasbir Singh and Mr. The details of the Risk Management Committee as
Daljit Singh. Ms. Sudha Pillai is the Chairperson of the at 31 March 2022 along with its charter are set out in
Risk Management Committee. the Corporate Governance Report, forming part of this
The Company has in place a Risk Management Policy. report.
The primary objectives of the Risk Management In the opinion of the Board, there are no risks that may
Policy include identification and categorisation of threaten the existence of the Company.
potential risks, their assessment and mitigation. The
Risk Management Committee identifies, evaluates 28. CORPORATE SOCIAL RESPONSIBILITY AND RELATED
and assesses the risks, understands the exposure of MATTERS
risks and accordingly prepares and oversees execution The Company has an ongoing vibrant CSR program,
of appropriate risk mitigation plan. It has identified of which some of the notable ongoing investments
Risk Management Units within the Company, the risk in preventing and promoting health care, woman
profiles of which are constantly monitored and the empowerment programs, promoting and providing
severity of risk is tracked, based on a systematic risk education and skill development for livelihood of youths
rating methodology. of our country, which supports the underprivileged,
Also, to address IT related concerns like cyber threats socially and economically disadvantaged communities,
and data vulnerability, the Company has a robust IT promoting preventive health care and contribution to
system and firewalls to mitigate any threats and risks. COVID -19 activities.
The Company takes the below mentioned steps to The Company has a duly constituted CSR Committee,
ensure the privacy and data security of users: which is responsible for fulfilling the CSR objectives of
a) Using firewalls on the network. the Company. The composition of CSR committee is
b) Antivirus is installed on each system to protect as stated in the “Committees of the Board” section of
from viruses, anti-malware, adware, worms and “Corporate Governance Report”.
Trojans. The Board of Directors have adopted a CSR policy which
c) Strong password policy. is in line with the provisions of the Act. The CSR Policy of
the Company lays down the philosophy and approach
d) Automatic backup is scheduled for critical users.
of the Company towards its CSR commitment. The
e) Educating users by sending Information like policy can be accessed at the website of the Company
Security Policy of the Company and email i.e. www.ambergroupindia.com
awareness mail periodically.
During the financial year 2021 - 22, on recommendation
f) External drives are blocked. of CSR Committee Members, the Board approved
The Risk Management Committee and the Board the CSR Budget amounting of ` 222.27 Lakh which

43
DIRECTOR’S REPORT 2021 - 22 (Contd.)

amounts to 2% of the average net profits of previous The Company has zero tolerance for sexual
three financial years and against the above approved harassment at workplace and, therefore, has in
budget ` 222.27 Lakh was spent on CSR projects/ place a policy on prevention of sexual harassment at
activities in the financial year 2021 -22. workplace. The said policy is in line with the provisions
The annual report on our CSR projects/activities is of the Sexual Harassment of Women at Workplace
annexed as “Annexure - F” forming part of this report. (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder.
29. DIRECTORS’ RESPONSIBILITY STATEMENT The policy aims at prevention of harassment of
Your Directors make the following statement in terms women employees contractors and lays down the
of Section 134(3)(c) of the Act, which is to the best guidelines for identification, reporting and prevention
of their knowledge and belief and according to the of sexual harassment. The Company has complied
information and explanations obtained by them : with the provisions relating to the constitution of
(a) in the preparation of the annual accounts for the lnternal Complaints Committee (ICC) and the
the financial year 31 March 2022, the applicable same has been duly constituted in compliance with
accounting standards had been followed along the Sexual Harassment of Women at workplace
with proper explanation relating to material (Prevention, Prohibition and Redressal) Act, 2013.
departures; The said Committee is responsible for redressal of
complaints related to sexual harassment and follows
(b) the directors had selected such accounting
the guidelines provided in the policy.
policies and applied them consistently and made
judgments and estimates that are reasonable The following is a summary of sexual harassment
and prudent so as to give a true and fair view of complaints received and disposed of during the year:
the state of affairs of the Company at the end of a. No. of complaints received: 0
the financial year and of the profit and loss of the b. No. of complaints disposed of: NA
Company for the financial year 31 March 2022; c. No. of complaints pending: 0
(c) the directors had taken proper and sufficient care Also, the Company had organised sexual harassment
for the maintenance of adequate accounting training programmes, from time to time, for its
records in accordance with the provisions of the employees and staff. The said training programmes
Act for safeguarding the assets of the Company and workshop were helpful in creating necessary
and for preventing and detecting fraud and other awareness and to encourage cooperative environment
irregularities; in the organisation.
(d) the directors had prepared the annual accounts
on a going concern basis; 31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
(e) the directors had laid down internal financial Pursuant to the provision of Section 177(9) of the Act
controls to be followed by the Company and that read with Rule 7 of the Companies (Meetings of Board
such internal financial controls are adequate and and its Powers) Rules, 2014 and Regulation 22 of SEBI
were operative effectively; and (LODR) Regulations, the Company has formulated
(f) the directors had devised proper systems to Whistle Blower Policy and established Vigil Mechanism
ensure compliance with the provisions of all for the Directors and Employees of the Company to
applicable laws and that such systems were report, serious and genuine unethical behavior, actual
adequate and operative effectively. or suspected fraud and violation of the Company’s
code of conduct or ethics policy. It also provides
30. DISCLOSURES UNDER SEXUAL HARASSMENT adequate safeguards against victimisation of persons,
OF WOMEN AT WORKPLACE (PREVENTION, who use such mechanism and makes provision for
PROHIBITION & REDRESSAL) ACT, 2013 direct access to the Chairman of the Audit Committee.
The Company has always believed in providing The main objective of this policy is to provide a
a safe and harassment free workplace for every platform to Directors and Employees to raise concerns
women employee working with the Company. The regarding any irregularity, misconduct or unethical
Company always endeavours to create and provide matters / dealings within the Company which have a
an environment that is free from discrimination and negative bearing on the organisation either financially
harassment including sexual harassment. or otherwise.

44
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
During the financial year 2021 – 22, no personnel of The said Code lays down guidelines, which advise
the Company have been denied access to the Audit Designated Persons on the procedures to be followed
Committee for reporting concerns, if any. and disclosures to be made in dealing with the shares
of the Company and cautions them on consequences

STATUTORY REPORTS
The Policy on Vigil Mechanism and Whistle Blower
Policy as approved by the Board is available on the of non-compliances.
Company’s website and can be accessed at the The Company also has a Code of practices and
Web-link: http://www.ambergroupindia.com/whistle- procedures of fair disclosures of unpublished
blower-policy/ price sensitive information including a policy for
The Company has also adopted a Code of Conduct for determination of legitimate purposes along with the
Institutional Mechanism for prevention of insider

FINANCIAL STATEMENTS
Directors and Senior Managerial Personnel which is
available on the website of the Company under the weblink: trading and Policy and procedures for inquiry in case
http://www.ambergroupindia.com/code-conduct- of leak of unpublished price sensitive information
directors-senior-management-personnel. or suspected leak of unpublished price sensitive
information.
This policy provides an additional channel to the
normal management hierarchy for employees to raise Further, the Company has put in place adequate and
concerns about any breach of the Company’s Values effective system of internal controls and standard
or instances of violations of the Company’s Code of processes have been set to ensure compliance with
Conduct. Therefore, it’s in line with the Company’s the requirements given in these regulations to prevent
commitment to open communication and to highlight insider trading.
any such matters which may not be getting addressed To increase awareness on the prevention of insider
in a proper manner. During the financial year under trading in the organisation and to help the Designated
review, no complaint under the Whistle Blower Policy Persons to identify and fulfill their obligations, a
was received. comprehensive campaign was run at all locations of
Amber. This included display of relevant and useful
32. INSIDER TRADING CODE content by way of posters on the notice boards and
In compliance with the Securities and Exchange Board other strategic locations, placement of standees
of India (Prohibition of Insider Trading) Regulations, at common areas, key messaging through desktop
2015 (‘the PIT Regulations’) on prevention of insider wallpapers and screensavers, orientation sessions
trading, the Company has revised its Code of Conduct as part of regular employee induction, conducting
for regulating, monitoring and reporting of trading by Company-wide workshops for all Designated Persons
Designated Persons in line with the recent amendments by a subject matter expert, sending mails for closure of
brought by SEBI in the PIT Regulations. trading window and submission of periodic disclosures,
etc.

33. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT:

The following are the details that are required to be provided under Schedule V (F) of the SEBI (LODR) Regulations :
Number of Number of Number of Aggregate number of The voting rights on
Shareholders and shareholders who shareholders to shareholders and the these shares shall
outstanding shares in approached listed whom shares were outstanding shares in remain frozen till the
the suspense account entity for transfer of transferred from the suspense account rightful owner of such
in the beginning of the shares from suspense suspense account lying at the end of the shares claims the
year (1 April 2021) account during the during the year year (31 March 2022) shares
year
None None None None None

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT 35. BUSINESS RESPONSIBILITY REPORT
The Management Discussion and Analysis Report The Company’s business responsibility ingrains the
forms an integral part of this report and gives details of spectrum of nine principles of National Voluntary
the overall industry structure, economic developments, Guidelines issued by the Ministry of Corporate Affairs,
financial and operational performance and state of Government of India, along with their key elements. This
affairs of the Company’s business and other material is enabled by a suite of frameworks, governance, social
developments during the financial year under review. objectives, policies, code of conduct and management

45
DIRECTOR’S REPORT 2021 - 22 (Contd.)

systems integrated with the business process. permitted mode.

In terms of SEBI (LODR) Regulations, a separate Members are requested to registered their e-mail
section on “Business Responsibility Report” forms part addresses with their respective Depository Participants
of this Annual Report and is given in “Annexure – G”. in order to contribute to above Green Initiative program.
Further, the Company is providing e-voting facility
36. CORPORATE GOVERNANCE to all members to enable them to cast their votes
The Company believes that executing strategy electronically on all resolutions set forth in the Notice
effectively and generating shareholder value over of 32nd Annual General Meeting. The instructions
the long term requires high standards of corporate for e-voting are provided in the Notice of the Annual
governance. To ensure good corporate governance, General Meeting.
the Company ensures that its governance framework
incorporates the amendments introduced in the SEBI 40.
HUMAN RESOURCES DEVELOPMENT AND
(LODR) Regulations from time to time and the same INDUSTRIAL RELATIONS
are complied with on or before the effective date. As of 31 March 2022, Your Company employed 1397
In terms of SEBI (LODR) Regulations, a separate fulltime employees. Your Company believes that
section on “Corporate Governance” with a compliance its employees are its core strength and accordingly
report on corporate governance and a certificate from development of people and providing a ‘best-in-class’
M/s. Amit Chaturvedi & Associates, a firm of Company work environment is a key priority for the Organization
Secretaries, Secretarial Auditors of the Company to drive business objectives and goals. Robust HR
regarding compliance of the conditions of Corporate policies are in place which enables building a stronger
Governance, has been provided in this Annual Report performance culture and at the same time developing
and are annexed as “Annexure H” and Annexure -I”. current and future leader.
A certificate of the CEO and CFO of the Company 40.1 CREATING A NEW PERFORMANCE CULTURE
in terms of SEBI (LODR) Regulations, inter-alia,
Performance for the Company is the sum total
confirming the correctness of the financial statements
of value creation within the Organisation. The
and cash flow statements, adequacy of the internal
leadership focus is such that performance is
control measures and reporting of matters to the Audit
measured on a continuous basis and performance
Committee, is also annexed.
culture is driven to make every month a successful
month. The significant overall improvement in
37.
MATERIAL CHANGES AND COMMITMENTS,
the performance of the Company during the last
AFFECTING THE FINANCIAL POSITION OF THE
two years is a testimony to the leadership and
COMPANY
management focus on this performance driven
There are no material changes and commitments culture which has resulted in highly engaged and
affecting the financial position of the Company that motivated teams.
have occurred between the end of the financial year of
the Company to which the financial statements relate 40.2 
TAKING EMPLOYEE ENGAGEMENT TO NEXT
and the date of the report i.e. between 1 April 2022 to LEVEL
13 May 2022, except those included in this report. The Company has a rich legacy of nurturing and
promoting talent from within the Organisation
38. LISTING ON STOCK EXCHANGES thereby creating a healthy and vibrant work
The Company’s shares are listed on BSE Limited culture across the Company. “Leadership through
(“BSE”) and the National Stock Exchange of India Innovation” is one such engagement forum
Limited (“NSE”). which engages employees at a national level
competition across all locations to showcase
39. GREEN INITIATIVE their innovative ideas and skills. This platform
Electronic copies of Annual Report of financial year challenges employees to question status-quo at
2021 – 22 and the Notice of 32nd Annual General the work place and to take a leap of faith towards
Meeting are sent to all members whose email our journey of innovation.
addresses are registered with the Company/ depository Several cultural and social programmes are
participant(s). For members who have not registered organised within the Company to recognise and
their email addresses, physical copies are sent in the promote talent which goes a long way in fostering

46
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

DIRECTOR’S REPORT 2021 - 22 (Contd.)

CORPORATE OVERVIEW
camaraderie among employees and promotes a 42. EXTRACT OF ANNUAL RETURN
sense of belonging in the Organisation. In accordance with Section 92 and 134 of the Act
The human resources development function of read with MCA circular dated 28 August 2020, and

STATUTORY REPORTS
the Company is guided by a strong set of values notification dated 5 March 2021 the requirement to
and policies. The Company strives to provide the annex an extract of the annual return with this Annual
best work environment with ample opportunities report in form MGT-9 is dispensed with and is no longer
to grow and explore. The Company maintains required.
a work environment that is free from physical,
In terms of Sections 92(3) and 134(3)(a) of the Act,
verbal and sexual harassment.
annual return is available under the ‘Investors’ section
The management believes that the competent and

FINANCIAL STATEMENTS
of the Company’s website, www.ambergroupindia.
committed human resources are vitally important com and can be viewed at the following link: http://
to attain success in the organisation. In line with ambergroupindia.com/agm-annual-reports-results.
this philosophy, utmost care is being exercised
to attract quality resources and suitable training 43. COMPLIANCE WITH SECRETARIAL STANDARDS
is imparted on various skill-sets and behavior.
During the financial year under review, the Company
Annual sports and games were conducted across
has duly complied with all the applicable Secretarial
the organisation to enhance the competitive spirit
Standards issued by the Institute of Company
and encourage bonding teamwork among the
Secretaries of India.
employees.
The Company maintained healthy, cordial and 44.
CONSERVATION OF ENERGY, TECHNOLOGY
harmonious industrial relations at all levels during ABSORPTION AND FOREIGN EXCHANGE EARNINGS/
the year under review. OUTGO
40.3 INDUSTRIAL RELATIONS The information required under Section 134 (3) (m) of
The Company enjoyed harmonious industrial the Act read with Rule 8(3) of Companies (Accounts)
relations during the financial year. The robust Rules, 2014, is appended hereto as “Annexure - J” and
employee relation practices, a collaborative forms part of this Report.
approach to working and vibrant work culture has
created a win-win situation for both employees 45. STATUTORY DISCLOSURE
and the Organisation. This caring spirit has Your Directors state that no disclosure or reporting
gone a long way in maintaining a harmonious is required in respect of the following items as there
environment across all units. were no transactions/events on these items during the
financial year under review :
41. INVESTOR RELATIONS
1. Issue of equity shares with differential rights as to
The Company continuously strives for excellence in its dividend, voting or otherwise.
Investor Relations (“IR”) engagement with International
2. Issue of shares (including sweat equity shares)
and domestic investors through structured conference-
to employees of the Company under any scheme
calls and periodic investor/analyst interactions
save or ESOS.
like individual meetings, participation in investor
conferences, quarterly earnings calls and annual 3. Significant or material orders passed by the
analyst meet with the Chairman & Chief Executive Regulators or Courts or Tribunals which impact
Officer, Managing Director, Executive Director and the going concern status and Company’s
Business Heads. The Company interacted with various operations in future.
Indian and overseas investors and analysts (excluding 4. Application filed for Corporate insolvency
quarterly earnings calls and specific event related resolution process under “The Insolvency and
calls) after listing. The Company always believes in Bankruptcy Code, 2016”, by a Financial or
leading from the front with emerging best practices in operational creditor or by the Company itself
IR and building a relationship of mutual understanding during the period under review.
with investor/analysts.
Instance of onetime settlement with any Bank or
The Company ensures that critical information Financial Institution.
about the Company is available to all the investors
5. Voting rights which are not directly exercised
by uploading all such information at the Company’s
by the Employees in respect of shares for the
website.

47
DIRECTOR’S REPORT 2021 - 22 (Contd.)

subscription/ purchase of which loan was given that could influence the Company’s operations
by the Company (as there is no scheme pursuant comprise economic developments, pricing and
to which such persons can beneficially hold demand and supply conditions in global and domestic
shares as envisaged under Section 67(3)(c) of the markets, changes in government regulations, tax laws,
Act). litigation and industrial relations.
6. Buy Back of Shares.
48. ACKNOWLEDGEMENT
46. KEY FINANCIAL RATIOS The Company’s organisational culture upholds
The Key financial ratios for the financial year ended 31 professionalism, integrity and continuous improvement
March 2022 forms part of the Management Discussion across all functions, as well as efficient utilisation of the
and Analysis Report. Company’s resources for sustainable and profitable
growth.
47. CAUTIONARY STATEMENT The Directors place on record, their sincere appreciation
The Board’s Report and Management Discussion & for the assistance, guidance and co-operation provided
Analysis may contain certain statements describing by various government authorities, the banks/financial
the Company’s objectives, expectations or forecasts institutions, business associates, stock exchanges
that appear to be forward-looking within the meaning and other stakeholders such as members, customers,
of applicable securities laws and regulations while suppliers and others. The employees of the Company
actual outcomes may differ materially from what is are instrumental in the Company scaling new heights
expressed herein. year after year, and their commitment and contribution
The Company is not obliged to update any such is deeply acknowledged. Shareholders’ involvements
forward-looking statements. Some important factors are greatly valued. The Directors look forward to your
continuing support.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, G - 45, Silver Oak Avenue, DLF City, Phase - I,
Date : 13 May 2022 Dehradun – 248006, Uttarakhand Gurugram – 122002, Haryana

48
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - A

CORPORATE OVERVIEW
DIVIDEND DISTRIBUTION POLICY

1. PREAMBLE a. Defining internal and external factors impacting

STATUTORY REPORTS
Regulation 43A of the SEBI (Listing Obligations the dividend decision;
and Disclosure Requirements) Regulations, 2015 b. Financial parameters affecting dividend decision;
read with SEBI (Listing Obligations and Disclosure c. Circumstances leading to declaration of dividend
Requirements) (Second Amendment) Regulations, or the lack of it;
2016 (“SEBI (LODR) Regulations”) mandated framing
d. Defining dividend distribution payment form and
of Dividend Distribution Policy (“The Policy”) by top
method.

FINANCIAL STATEMENTS
500 listed companies, based on market capitalisation.
Considering the provisions of the said Regulation 3. PARAMETERS FOR THE POLICY:
43A, the Board of Directors (the “Board”) of Amber
Enterprises India Limited (“Company”) recognises the 3.1 Operating Performance:
need to strengthen the Corporate Governance in the The Board shall determine the dividend pay-out
Company by adopting the Dividend Distribution Policy. in a particular year after taking into consideration
The policy, in the interest of providing transparency the operating and financial performance of the
to the shareholders, sets out the circumstances and Company, the advice of executive management
different factors for consideration by the Board at (Chairman & Chief Executive Officer and Managing
the time of deciding on distribution or of retention of Director) and other relevant factors in this regard.
profits. In view of the said requirement, the Board of 3.2 Operating cash flow of the Company:
the Company recognises the need to lay down a broad
In case of inadequacy in operating cash flow, the
framework with regard to the distribution of dividend to
Company may need to rely on external funding to
its shareholders and utilisation of the retained earnings.
meet its financial obligations and other working
The Policy reflects the intent of the Company to reward
capital needs. The Board will consider the same
its shareholders by distributing a portion of its profits
before its deciding on whether to declare dividend
after retaining sufficient funds for the business needs
or retain its profits.
and growth of the Company.
3.3 Inadequacy of profits:
The Company would ensure to strike the right balance
between the quantum of the dividend paid and amount If during any financial year, the Board determines
of profits retained in the business for various purposes. that the profits of the Company are inadequate or
The Board will have regards to this policy while in the event of loss, the Board may decide not to
declaring/recommending dividends on the behalf of declare dividends for the financial year.
the Company. Through this policy, the Company would 3.4 Statutory/ Regulatory requirements and tax
strive to maintain a consistent approach to dividend considerations:
pay-out plans.
The Company shall observe the relevant statutory
The Board of the Company at its meeting held on 8 requirements including those with respect to
February 2019 had approved and adopted the Dividend mandatory transfer of a certain portion of profits
Distribution Policy (the “Policy”), pursuant to the terms to any specific reserve(s), as may be applicable
of Regulation 43A of the SEBI (LODR) Regulations read to the Company at the time of taking decision
with SEBI (LODR) (Second Amendment), 2016. with regard to dividend declaration or retention of
The policy shall become effective from the date of its profit.
approval by the Board i.e. 8 February 2019. Dividend distribution tax as per applicable tax
For the purpose of this Policy, Dividend includes Interim regulations in India.
Dividend. Any restriction on payment of dividends by virtue
of any regulation, if any, as may be applicable
2. OBJECTIVE OF THE POLICY
to the Company at the time of declaration of
The objective of the Dividend Distribution Policy of the dividend.
Company is to define the various factors affecting the
dividend decision, i.e.:

49
ANNEXURE - A (Contd.)

3.5 Operational and working capital requirements, Need for conservation of cash due to economic
provision for depreciation and capital downturn and
expenditure plans: Additional investments in subsidiaries/
In addition to the operational and working capital associates/Joint Ventures.
requirements, the Board may also take into
4.3. Internal and External factors to be considered
account the need to plough back the earnings
while declaring dividend.
on account of depreciation, replacement of
capital assets, expansion and modernisation or The decision regarding dividend pay-out is a
augmentation of capital assets, including any crucial business decision as it determines the
major capital expenditure proposal(s) and inter- amount of profit to be distributed among the
corporate investments. shareholders and amount of profit to be retained
in business. The Board may decide to declare /
3.6 Prudential requirements: recommend dividend, subject to several factors
The Company may take into account the following and hence, any optimal policy in this regard may
prudential requirements:- depend upon multifarious factors.
The need to augment long term financial The dividend pay-out decision depends upon the
resources for the Company. following external and internal factors:
Ability of the Company to raise finance from External Factors:
the lending markets and capital markets and
Prevailing economic and monetary conditions
prevailing market conditions thereto.
including credit availability, both domestic and
Prospective projects and strategic decisions in international.
order decide to build a healthy reserve of retained
earnings. Internal Factors:
Restructuring events including mergers and
3.7 Stakeholder’s expectations:
acquisitions.
The Board, while considering the decision of
Loan covenants entered into with Bankers /
dividend pay-out or retention of a certain amount
Lenders/ Financial institutions.
entire profits of the Company, shall, as far as
possible, consider the expectations of the major Expansion of existing business.
stake holders including the small shareholders Legal and regulatory requirements.
of the Company, who generally expect a regular Any other relevant factors as may be deemed fit
dividend pay-out. by the Board of the Company, including:
i. Policy on utilisation of retained earnings:
4. OTHER SIGNIFICANT PARAMETERS:
The Company may utilise the retained
4.1. Circumstances under which the shareholders earnings for issue of fully paid bonus shares,
may or may not expect dividend: buy back of shares, restructuring events
The Shareholders of the Company may not expect including mergers and acquisitions, other
Dividend under the following circumstances: general factors specified in this policy and for
Significant expansion project requiring higher such other purposes as may be statutorily
allocation of capital. permissible.

Any acquisitions or joint ventures requiring ii. Parameters adopted with regard to various
significant allocation of capital. classes of shares:

Utilisation of surplus cash for buy-back of a) At present, the issued, subscribed and
securities. paid up share capital comprises only
one class of equity shares.
4.2. Financial parameters that shall be considered
b) The payment of dividend shall be based
while declaring dividend:
on the respective rights attached to
Profits earned during the year. each class of shares as their terms of
The need for ploughing back the profits into issue.
business.

50
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - A (Contd.)

CORPORATE OVERVIEW
c) The dividends shall be paid out of the Distribution of dividend in kind, for instance by issue
Company’s distributable profits and of fully or partly paid bonus shares or other securities,
/ or general reserves and from such subject to applicable law;
other reserves as may be statutorily

STATUTORY REPORTS
Distribution of cash as an alternative to payment of
permissible, and shall be allocated dividend by way of buyback of equity shares.
among shareholders on a pro-rate
basis according to the number of each 7. CONFLICT IN POLICY
type and class of shares held. In the event of any conflict between this Policy and the
provisions contained in the SEBI (LODR) Regulations,
5. RATE/ QUANTUM OF DIVIDEND:
the SEBI (LODR) Regulations shall prevail.

FINANCIAL STATEMENTS
It has always been the Company’s endeavour to deliver
sustainable value to all its stakeholders. The Company 8. DISCLOSURES
will strive to distribute an optimal and appropriate The Dividend Distribution Policy shall be disclosed in
level of the profits earned by it in its business, to the the Annual Report and on the website of the Company
shareholders, in the form of dividend. The Company i.e.www.ambergroupindia.com
would maintain a dividend pay-out as may be
determined by the Board from time to time, considering 9. AMENDMENTS TO THE POLICY
the general business factors and other significant
This policy may be amended by the Board of the
parameters specified in this policy.
Company at any time either suo-moto and / or pursuant
to amendments to the SEBI (LODR) Regulations or such
6. THE POLICY SHALL NOT APPLY TO:
other law, rules, regulations, standards, guidelines as
Determination and declaring dividend on preference applicable. If there is any amendment to the policy, this
shares, if any to be issued by the Company at a later policy will be deemed to have been amended and such
date, as the same will be as per the terms of issue amendment will take effect from date of the approval
approved by the shareholders; of such amendment.

51
ANNEXURE- B

DISCLOSURE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED
EMPLOYEE BENEFITS) REGULATIONS, 2014
The Company had introduced an employee stock option plan namely “Amber Enterprises India Limited - Employee Stock
Option Plan 2017” (“ESOP 2017”/ “Plan”) to attract, retain, incentivise and motivate the Company’s and its Subsidiaries’ eligible
employees. The total options reserve under ESOP 2017 is 10,10,800 (Ten Lakh Ten Thousand Eight Hundred) Options.
Pursuant to the said ESOP 2017, stock options have been granted to the eligible employees of the Company.
Further, the Plan has been laid down in accordance with the terms of Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”) and a certificate to this effect from Secretarial Auditor of
the Company, Amit Chaturvedi & Associates, will be placed at the ensuing Annual General Meeting. The Company has not
amended the Plan during the financial year 2021 -22.

A. Relevant disclosures in terms of the “Guidance Note on Accounting for Employee Share-based Payments” issued by
ICAI or any other relevant accounting standards as prescribed from time to time.
Relevant details has been provided in Note no. 41 of the Notes to Standalone Financial Statements forming part of the
Annual Report financial year 2021-22 of the Company. The said disclosure have also been placed on the website of the
Company and may be accessed at www.ambergroupindia.com.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations is disclosed in the following
Section C in accordance with ‘Accounting Standard 20 - Earnings Per Share’ issued by ICAI or any other relevant
accounting standards as prescribed from time to time.

C. General Terms and Conditions

Sl.
Particulars Amber ESOP 2018
No.
1. General Terms and Conditions
A. Date of Shareholder’s Approval 23 December 2020 via Postal Ballot
B Total number of options approved under 10,10,800 (Ten Lakh Ten Thousand Eight Hundred) Options
ESOP
C. Vesting requirements The options granted shall vest based upon the performance of the
Employee, as may be determined by the Nomination and Remuneration
Committee from time to time but shall not be less than 1 (one) and not
more than 4 (four) years from the date of grant of options. Vesting may
happen in one or more tranches.
D. Exercise price or pricing formula The Exercise Price has been fixed at ` 2400/- per option share.
E Maximum term of options granted The options granted under Scheme will vest over a period of Four years
in equal proportion at the end of each year anniversary from the date
of grant of options. Further the Options vested at each period may be
exercised by the Option Grantee within a maximum period of Three
Years from the date of vesting of Options. Hence, maximum term of for
each Option granted will vary depending upon vesting period.
F Source of Shares Primary
G. Variation in terms of options During the year, no amendment/ modification/ variation has been made
in terms of options granted by the Company.
2. Method used to account for Fair Value Fair Value Method
Method ESOP
3. Employee wise details of options Details of stock options granted to Key Managerial Personnel are
granted during the year and as on date mentioned herein below:
of report: 1. Mr. Udaiveer Singh – 70000 Options
2. Mr. Sanjay Arora – 50000 Options
3. Mr. Sachin Gupta - 50000 Options
4. Mr. Sudhir Goyal - 50000 Options
Any other employee who receives a grant During the year no further stock options have been granted to the senior
in any one year of option amounting to managerial personnel, under the Amber ESOP 2017, except as mentioned
5% or more of option granted during that above in point no.3
year

52
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE- B (Contd.)

CORPORATE OVERVIEW
Sl.
Particulars Amber ESOP 2018
No.
Identified employees who were granted None.
option, during any one year, equal to

STATUTORY REPORTS
or exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the
time of grant
4. Weighted-average exercise price When the exercise price is equal/exceeds to market price : Not Applicable
When the exercise price is less than market price: ` 2400/-
5. Weighted-average fair values of options When the exercise price is equal/exceeds to market price: Not Applicable

FINANCIAL STATEMENTS
When the exercise price is less than market price: ` 1524.70/- each
6. Description of the method and Fair Value Method (Black Scholes Model).
significant assumptions used during the Some of the basic assumptions used in the Black-Scholes model are –
year to estimate the fair value of options
Markets are efficient: This assumption suggests that people cannot
consistently predict the direction of the market or an individual stock.
The Black-Scholes model assumes stocks move in a manner referred
to as a random walk. Random walk means that at any given moment in
time, the price of the underlying stock can go up or down with the same
probability. The price of a stock in time t+1 is independent from the price
in time Interest rates remain constant and known: The Black -Scholes
model uses the risk-free rate to represent this constant and known rate.
Returns are normally distributed: This assumption suggests returns on
the underlying stock are normally distributed.
Constant volatility- The most significant assumption is that volatility, a
measure of how much a stock can be expected to move in the near-
term, is a constant over time. While volatility can be relatively constant
in very short term, it is never constant in longer term. Some advanced
option valuation models substitute Black-Scholes constant volatility
with stochastic-process generated estimates.
Liquidity- the Black-Scholes model assumes that markets are perfectly
liquid and it is possible to purchase or sell any amount of stock or options
or their fractions at any given time.
7. Weighted-average values of share price The fair value is computed using the existing share price of the Company,
for which we have taken the closing market price of 19 April 2021 i.e. day
of the grant date at NSE i.e. ` 3,147.95/- per share.
8. Exercise Price ` 2400 per option
9. Expected Volatility Vest 1: 44.1%
Vest 2: 42.2%
Vest 3: 42.1%
Vest 4: 42.2%
10. Expected Option Life The options granted under Scheme will vest over a period of Four years
in equal proportion at the end of each year anniversary from the date of
grant of options. Further the Options vested at the each period may be
exercised by the Option Grantee within a maximum period of Three Year
from the date of vesting of Options. Hence, maximum term of for each
Option granted will vary from 4 years to 7 years depending upon vesting
period.
11. Expected Dividends Grant 2018 The Dividend Yield is 0.29%.
12. The risk-free interest rate The Risk free rate for first, second, third and fourth vesting is 4.7%, 5.2%,
5.5% and 5.8% respectively.

53
ANNEXURE- B (Contd.)

Sl.
Particulars Amber ESOP 2018
No.
13. The method used and the assumptions Not Applicable, as options granted cannot be exercised before the
made to incorporate the effects of vesting of option.
expected early exercise.
14. How expected volatility was determined, The volatility has been determined as the annualised standard deviation
including an explanation of the extent to of the continuously compounded rate of return of the stock over a period
which expected volatility was based on of time. The Expected volatility has been based on the historical volatility
historical volatility. for a period that approximates the expected life of options being valued.
15. Whether and how any other features of No other features have been considered for valuation of the options.
the option grant were incorporated into
the measurement of fair value, such as
a market condition
16. Diluted EPS on issue of shares pursuant ` 14.28 per share (Standalone basis)
to Amber ESOP 2017 (Nominal value of ` 32.41 per share (Consolidated basis)
share ` 10)

OPTION MOVEMENT DURING THE YEAR UNDER AMBER ESOP 2017

Particulars Details of Amber ESOP 2017
Number of options outstanding at the beginning of the period -
Number of options granted during the year 2,20,000 (Two Lakh Twenty Thousand) Options
Number of options forfeited / lapsed during the year Nil
Number of options vested during the year Nil
Number of options exercised during the year Nil
Number of shares arising as a result of exercise of options N.A.
Money realised by exercise of options (INR), if scheme is Nil
implemented directly by the Company
Loan repaid by the Trust during the year from exercise price Not Applicable
received
Number of options outstanding at the end of the year 2,20,000 (Two Lakh Twenty Thousand) Options
Number of options exercisable at the end of the year Nil

54
 ANNEXURE - C
FORM AOC - I
(Pursuant to first proviso to Sub - Section (3) of Section 129 of the Act read with Rule 5 of Companies
(Accounts) Rules, 2014)
Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures
Part “A”: Wholly Owned Subsidiary/Subsidiary

(` in Lakh unless otherwise stated)

S.
Particulars Details of Subsidiaries
No.
1. Name of the subsidiary : PICL (India) Appserve IL JIN Ever Electronics Sidwal Amber AmberPR Pravartaka
Private Limited Appliance Electronics Private Limited Refrigeration Enterprises Technoplast India Tooling Services
(“PICL”) Private Limited (India) Private (“EVER”) Industries USA Inc.* Private Limited Private Limited#
(“Appserve”) Limited (“IL Private Limited (Formerly Known
JIN”) (“Sidwal”) as Pasio India
Private Limited)&
2. Reporting period for the : 1 April 2021 to 1 April 2021 to 1 April 2021 to 1 April 2021 to 1 April 2021 to 1 April 2021 to 1 April 2021 to 31 1 April 2021 to
subsidiary concerned, if 31 March 2022 31 March 2022 31 March 2022 31 March 2022 31 March 2022 31 March 2022 March 2022 31 March 2022
different from the holding
Company’s reporting
period
3. Reporting currency and : Indian Rupees Indian Rupees Indian Rupees Indian Rupees Indian Rupees Indian Rupees Indian Rupees Indian Rupees
Exchange rate as on the Conversion rate
last date of the relevant
(INR/USD)
Financial year in the case
of foreign subsidiaries ` 73.13
4. Share capital : Authorised Authorised Authorised Authorised Authorised Authorised Authorised Share Authorised Share
Share Capital: Share Capital: Share Capital: Share Capital: Share Capital: Share Capital: $ Capital: ` 5.00 Capital: ` 100.00
` 500.00 ` 200.00 ` 400.00 ` 550.00 ` 600.00 300,000.00 Paid Up Share Paid Up Share
Paid Up Share Paid Up Share Paid Up Share Paid Up Share Paid Up Share Paid Up Share Capital: ` 3.26 Capital: ` 2.50
Capital: Capital: Capital: Capital: Capital: Capital: ` 73.13
` 364.21 ` 200.00 ` 188.66 ` 547.45 ` 450.00
5. Reserves & Surplus : 2,411.88 (178.54) 4,418.18 2,789.79 20,002.04 (24.68) 2,409.43 1,515.40
6. Total Assets : 23,725.17 22.36 20,592.45 10,539.10 26,020.90 55.88 11,513.14 5,465.87
7. Total Liabilities : 20,949.09 0.90 15,985.61 7,201.87 5,568.86 7.43 9,100.45 3,947.96
8. Investments : Nil Nil 66.00 Nil Nil Nil Nil Nil
9. Turnover : 23,586.43 - 42,717.50 22,307.20 28,866.34 50.24 8,705.21 3,695.94
10. Profit/Loss before taxation : 1,186.74 (3.17) 157.23 1,147.73 6,599.45 (26.60) 252.55 (953.16)
11. Provision for taxation : 299.78 Nil 43.77 289.52 1,678.63 - (192.97) (271.36)

55
ANNUAL REPORT 2021-22
AMBER ENTERPRISES INDIA LIMITED

FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW

56
ANNEXURE - C (Contd.)

(` in Lakh unless otherwise stated)

S.
Particulars Details of Subsidiaries
No.
: AmberPR
IL JIN Sidwal
Appserve Technoplast India
PICL (India) Electronics Ever Electronics Refrigeration Amber Pravartaka
Appliance Private Limited
Private Limited (India) Private Private Limited Industries Enterprises Tooling Services
Private Limited (Formerly Known
(“PICL”) Limited (“IL (“EVER”) Private Limited USA Inc.* Private Limited#
(“Appserve”) as Pasio India
JIN”) (“Sidwal”)
Private Limited)&
12 Profit/Loss after taxation : 886.96 (3.17) 113.46 858.22 4,920.81 (26.60) 445.53 (681.80)
13 Proposed Dividend : Nil Nil Nil Nil Nil Nil Nil Nil
14 % of shareholding : 100% 100% 70% 70% 80% 100% 73% 60%

*Became wholly owned subsidiary with effect from 13 September 2021.

& Became wholly owned subsidiary with effect from 1 December 2021.
# Became wholly owned subsidiary with effect from 1 February 2022.

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

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, G - 45, Sliver Oak Avenue, DLF City, Phase - I,
Date : 13 May 2022 Dehradun – 248006, Uttarakhand Gurgaon – 122002, Haryana
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - D

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

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

STATUTORY REPORTS
year:

Sl.
Name & Designation Ratio
No.
1. Mr. Jasbir Singh, Chairman and Chief Executive Officer 1393.6
2. Mr. Daljit Singh, Managing Director 1098.3

FINANCIAL STATEMENTS
Mr. Manoj Kumar Sehrawat, Nominee Director of Ascent Investment Holdings Pte. -
3.
Ltd.
4. Dr. Girish Kumar Ahuja, Independent Director 76.5
5. Mr. Satwinder Singh, Independent Director 85.2
6. Ms. Sudha Pillai, Independent Director 78.7

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

Sl.
Name & Designation Increase in percentage
No.
1. Mr. Jasbir Singh, Chairman and Chief Executive Officer 40%
2. Mr. Daljit Singh, Managing Director 40%
Mr. Manoj Kumar Sehrawat, Nominee Director of Ascent Investment Holdings Pte. Not Applicable
3.
Ltd.
4. Dr. Girish Kumar Ahuja, Independent Director Not Applicable
5. Mr. Satwinder Singh, Independent Director Not Applicable
6. Ms. Sudha Pillai, Independent Director Not Applicable
7. Mr. Sudhir Goyal, Chief Financial Officer 36.6%
8. Ms. Konica Yadav, Company Secretary and Compliance Officer 46.3%

3. Dr. Girish Kumar Ahuja, Mr. Satwinder Singh and Ms. Sudha Pillai were paid only sitting fees and commission.
4. The percentage increase in the median remuneration of employees in the financial year: 16%
5. The number of permanent employees on the rolls of the Company as on 31 March 2022: 1363
6. The increment given to each individual employee is based on the employee’s potential, experience as also their performance
and contribution to the Company’s progress over a period of time. Average percentage increment of employees other
than the key managerial personnel in last financial year 2021 – 2022 was: 15%
The compensation for the Key Managerial Personnel, Senior Management and Employees (Staff) of the Company is
guided by the external competitiveness and internal parity through annual benchmarking surveys.
Internally, performance ratings of all employees (Staff) are always spread across a normal distribution curve.
The rating obtained by an employee is used as an input to determine his variable and merit pay increases. Variable and
merit pay increases are calculated using a combination of individual performance and Company performance.
There are no exceptional circumstances for increase in managerial remuneration. Compensation is determined based on
identified skill sets critical to success of the Company. It is determined as per management’s review of market demand
and supply.
Workmen wages were paid in line with the best industry practices and applicable law.

57
ANNEXURE - D (Contd.)

Affirmation

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

58
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - E

CORPORATE OVERVIEW
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022

STATUTORY REPORTS
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]

To a. The Securities and Exchange Board of India

The Members (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
AMBER ENTERPRISES INDIA LIMITED

FINANCIAL STATEMENTS
b. The Securities and Exchange Board of India
CIN L28910PB1990PLC010265
(Prohibition of Insider Trading) Regulations, 1992;
Registered Office: C 1 Phase II Focal Point
c. The Securities and Exchange Board of India
Rajpura Town, Punjab - 140401 (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
We have conducted the Secretarial Audit of the compliances d. The Securities and Exchange Board of India
of applicable statutory provisions and the adherence to (Employee Stock Option Scheme and Employee
good corporate practices by AMBER ENTERPRISES INDIA Stock Purchase Scheme) Guidelines, 1999;
LIMITED (hereinafter called the “Company”). Secretarial e. The Securities and Exchange Board of India (Issue
Audit was conducted in a manner that provided us a and Listing of Debt Securities) Regulations, 2008;
reasonable basis for evaluating the corporate conducts/
f. The Securities and Exchange Board of India
statutory compliances and expressing our opinion thereon.
(Registrars to an Issue and Share Transfer Agents)
Based on our verification of the AMBER ENTERPRISES INDIA Regulations, 1993 regarding the Companies Act
LIMITED books, papers, minute books, forms and returns and dealing with client;
filed and other records maintained by the Company and
g. The Securities and Exchange Board of India
also the information provided by the Company, its officers,
(Delisting of Equity Shares) Regulations, 2009;
agents and authorised representatives during the conduct
and
of secretarial audit, we hereby report that in our opinion,
the Company has, during the audit period covering the h. The Securities and Exchange Board of India
financial year ended on 31 March 2022 generally complied (Buyback of Securities) Regulations, 1998;
with the statutory provisions listed hereunder and also that (vi) Other laws applicable to the Company as per the
the Company has proper Board-processes and compliance representations made by the Management.
mechanism in place to the extent, in the manner and subject We have also examined compliance with the (Listing
to the reporting made hereinafter: Obligations and Disclosure Requirements) Regulations,
We have examined the books, papers, minute books, forms 2015 by the Company with BSE Limited and National Stock
and returns filed and other records maintained by AMBER Exchange Limited of India also the Secretarial Standard I and
ENTERPRISES INDIA LIMITED for the financial year ended Secretarial Standard II issued by the Institute of Company
on 31 March 2022, according to the provisions of: Secretaries of India (‘ICSI’) were applicable to the Company
(i) The Companies Act, 2013 (the Act) and the rules made for the period under review.
there under; We further report that the Board of Directors of the Company
(ii) The Securities Contracts (Regulation) Act, 1956 is duly constituted with proper balance of Executive Directors,
(‘SCRA’) and the rules made there under; Non-Executive Directors and Independent Directors.

(iii) The Depositories Act, 1996 and the Regulations and We further report that adequate notice is given to all directors
Bye-laws framed there under; to schedule the Board Meetings, agenda and detailed notes
on agenda were sent adequately in advance and a system
(iv) Foreign Exchange Management Act, 1999 and the
exists for seeking and obtaining further information and
rules and regulations made there under to the extent of
clarifications on the agenda items before the meeting and
Foreign Direct Investment, Overseas Direct Investment
for meaningful participation at the meeting. Decisions at the
and External Commercial Borrowings;
Board Meetings, as represented by the management, were
(v) The following Regulations and Guidelines prescribed taken unanimously.
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-

59
ANNEXURE - E (Contd.)

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

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-
CS AMIT CHATURVEDI
Place: New Delhi Company Secretaries in whole time practice
Dated: 13 May 2022 (M. No. F10342)
UDIN F010342D000297079 (C.P. No. 14332)
Encl. Annexure – ‘A’ to Secretarial Audit Report dated 13 May 2022

ANNEXURE – ‘A’ TO SECRETARIAL AUDIT REPORT DATED 13 MAY 2022

To we followed provide a reasonable basis for our report.

The Members of 3. We have not verified the correctness and
AMBER ENTERPRISES INDIA LIMITED appropriateness of financial records and books of
accounts of the Company as it is taken care in the
CIN: L28910PB1990PLC010265
statutory audit.
Registered Office: C 1 Phase II Focal Point, Rajpura Town
4. We have obtained the Management’s representation
Punjab 140401
about the compliance of laws, rules and regulations
Corporate Office: 1st Floor, Universal Trade Tower, Sector and happening of events, wherever required.
49, Sohna Road, Gurgaon Haryana – 122 018
5. Compliance with the provisions of Corporate and other
applicable laws, rules, regulations, standards is the
Our Secretarial Audit Report dated 13 May 2022 is to be read responsibility of the management. Our examination
along with this letter. was limited to the verification of procedures on test
1. Maintenance of secretarial records is the responsibility basis.
of the management of the Company. Our responsibility 6. This Secretarial Audit report is neither an assurance
is to make a report based on the secretarial records as to the future viability of the Company nor of the
produced for our audit. efficacy or effectiveness with which the management
2. We have followed the audit practices and processes has conducted the affairs of the Company.
as were appropriate to obtain reasonable assurance 7. Based on current scenario of COVID – 19 and lockdown
about the correctness of the contents of the secretarial to prevent spread of COVID, it was not possible for us
records. The verification was done on test basis to to physically verify the documents and records of the
ensure that correct facts are reflected in secretarial Company, though we have taken use of electronic
records. We believe that the processes and practices media and audio visual means to satisfy ourselves
regarding evidences and documents for audit.

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-
CS AMIT CHATURVEDI
Place: New Delhi Company Secretaries in whole time practice
Dated: 13 May 2022 (M. No. F10342)
UDIN F010342D000297079 (C.P. No. 14332)

60
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - F

CORPORATE OVERVIEW
ANNUAL REPORT ON CSR PROJECTS/ACTIVITIES

1. Brief outline of the Company’s CSR : Brief Outline of the Company’s CSR policy
policy, including overview of projects or Your Company has a value system of giving back to society and improving

STATUTORY REPORTS
programs proposed to be undertaken life of the people and the surrounding environment. Since its inception your
Company has been a socially responsible corporate making investment
in the community which goes beyond any mandatory legal and statutory
requirements.
Your Company believes in corporate excellence and social welfare. The
Company’s CSR initiatives are inspired by the opportunity to contribute

FINANCIAL STATEMENTS
to a more secure and sustainable future. Your Company believes that the
corporate strategy which embraces social developments as an integral
part of the business activities ensure long term sustainability of business
enterprises. With this belief, the Company is committed to make substantial
improvements in the social framework of the nearby community. Looking
at the social problems which the country faces today, we believe that every
such contribution shall bring a big change in our society.

Overview of CSR projects or programs proposed to be undertaken

During the financial year under review, the Company has undertaken many
initiatives beyond business with the aim for inclusive development. These
included contributions towards development of sanitation facilities, making
available clean drinking water facilities, improving availability of health care
facilities, development of Hospitals, promoting/ sponsoring education
in economically and educationally backward areas of various parts of
country, sponsoring Skill Development Initiatives, woman empowerment
program, renovation and development of government schools and setting
up of manual lab for Air Conditioning cycle balancing (“Lab”), in ITI Rajpura
alongwith supporting organisations engaged in promotion of rural sports
and contribution to COVID -19.
During the financial year, your Company has spent ` 222.27 Lakh on CSR
projects/activities.

2. The Composition of the CSR Committee : The CSR Committee of the Board comprises of following Members as at
31 March 2022:

Sl. Name of the Designation/ Number of Number of

No. Director Nature of meetings meetings
Directorship of CSR of CSR
Committee Committee
held during attended
the year during the year
1 Ms. Sudha Pillai Chairperson 2 2
2 Mr. Jasbir Singh Member 2 2
3 Mr. Daljit Singh Member 2 2
4 Mr. Manoj Kumar Member 2 2
Sehrawat

3. Web-link where Composition of CSR : Web - Link

committee, CSR Policy and CSR projects The CSR policy including overview of projects or program proposed to be
approved by the board are disclosed on undertaken is available on the Company’s website through the Web-link:
the website of the Company http://www.ambergroupindia.com/corporate-social-responsibility.

61
ANNEXURE - F (Contd.)

4. The Details of Impact assessment of : Not Applicable

CSR projects carried out in pursuance of
sub – rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy)
Rules, 2014

5. Amount available for set off in : Sl. financial year Amount available for Amount required to
pursuance of sub-rule (3) of rule 7 No. set – off from preceding be set – off for the
of the Companies (Corporate Social financial years financial year
responsibility Policy) Rules, 2014 and (Amount in Lakh) (Amount in Lakh)
amount required for set off for the 1. 2019-20 Nil Nil
2. 2020-21 Nil Nil
financial year.

6. Average net profit of the Company as : ` 11,113.60 Lakh

per section 135(5).

7. (a) Two percent of average net profit : ` 222.27 Lakh, approved by the Board of Directors on recommendation of
of the Company as per section CSR Committee Members.
135(5)
(b) 
Surplus arising out of the CSR Nil
projects or programmes or
activities of the previous financial
years.
(c) Amount required to be set off for Nil
the financial year,
(d) 
Total CSR obligation for the ` 222.27 Lakh
financial year (7a+7b7c).
8. (a) CSR amount spent or unspent for the financial year:
Total Amount Amount Unspent (Amount in Lakh)
Spent for the Total Amount transferred to Amount transferred to any fund specified under
financial year. Unspent CSR Account as per Schedule VII as per second proviso to section 135(5).
(Amount in section 135(6).
Lakh) Amount Date of transfer Name of the Fund Amount Date of transfer
` 222.27 Nil N.A. N.A. Nil N.A.
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
S. Name of the Project Item from the list of Local Location of Project duration Amount Amount
No activities in Schedule VII area the project. allocated spent
to the Act. (Yes/ State/ for the in the
No). District project current
(Amount financial
in Lakh) Year
(Amount
in Lakh)
1. Breast Cancer Awareness Preventing and Promoting Yes Dehradun, 3 Years ` 2.60 ` 2.60
program for women CSR Health Care, Sanitation Himachal (Excluding
(Organising awareness campaign and Making Available Safe Pradesh the year of
and free screening camps for the Drinking Water (Specifically commencement)
early detection of breast cancer in hilly areas)
various parts of India specifically
in rural and hilly areas and
procurement of breast scanner
machine for detection of cancer.)

62
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - F (Contd.)

CORPORATE OVERVIEW
(1) (2) (3) (4) (5) (6) (7) (8)
S. Name of the Project Item from the list of Local Location of Project duration Amount Amount
No activities in Schedule VII area the project. allocated spent
to the Act. (Yes/ State/ for the in the

STATUTORY REPORTS
No). District project current
(Amount financial
in Lakh) Year
(Amount
in Lakh)
2. Health Care CSR Preventing and Promoting Yes Rajpura, 3 Years ` 20.00 ` 20.00
(To develop, renovate and Health Care Delhi, (Excluding
maintain, a Civil Hospital NCR and the year of

FINANCIAL STATEMENTS
Namely A.P. Jain Civil Hospital Uttarakhand commencement)
located in Rajpura which caters
the health service needs of 170
villages around Rajpura AND
other hospitals situated near to
Company factories and Offices
and other medical amenities.)
3. Promoting Education – Promoting Education Yes Noida 3 Years ` 12.50 ` 12.50
Innovative Teaching Skills. (Excluding
(Encouraging and enables the year of
government school teachers commencement)
to learn innovative teaching
practices.)
4. Woman Empowerment through Protection of national Yes Punjab, 3 Years ` 7.50 ` 7.50
encouraging Art and Culture heritage, art and culture Noida (Excluding
including restoration of the year of
buildings and sites of commencement)
historical importance and
works of art; setting up
public libraries; promotion
and development of
traditional art and
handicrafts
5. School Infra Renovation, Promoting education Yes Rajpura, 3 Years ` 37.00 ` 36.80
Development Greater (Excluding
(Development and Renovation Noida, the year of
of various Government Schools Sahabad, commencement)
alongwith promoting education Jhajjar
in rural areas.)
6. School Infra Renovation, Promoting education Yes Rajpura, 3 Years ` 25.00 ` 25.00
Development Greater (Excluding
(Development and Renovation Noida, the year of
of various Government Schools Sahabad, commencement)
alongwith promoting education Jhajjar
in rural areas)
7. Awareness about Chronic Preventing and Promoting Yes Chandigarh 2 Years ` 2.50 ` 2.50
diseases Health Care, Sanitation (Excluding
(Gastroenterology and Liver and Making Available Safe the year of
Forum- Organising awareness Drinking Water commencement)
program w.r.t various chronic
diseases.)
8. Contribution towards Preventing and Promoting Yes N.A. 2 Years ` 120.00 ` 115.37
COVID - 19, creating health Health Care, Sanitation (Excluding
infrastructure for covid care, and Making Available Safe the year of
establishment of medical Drinking Water commencement)
oxygen generation and storage
plant

63
ANNEXURE - F (Contd.)

S. (9) (10) (11)

No Amount transferred to Mode of Implementation – Direct Mode of Implementation -
Unspent CSR Account for the (Yes/No) Through Implementing Agency
project as per Section 135(6) Name CSR Registration Number
(Amount in Lakh)
1. N.A. Direct N.A.
2. N.A. Direct and Through Implementing Agency Niskam Sewa Society
as well (CSR00027239) and Agrim Trust
(CSR00002513)
3. N.A. Through Implementing Agency Foster and Forge Foundation
4. N.A. Direct N.A.
5. N.A. Direct N.A.
6. N.A. Direct and through implementing agency Niskam Sewa Society
(CSR00027239) and Agrim Trust
(CSR00002513)
7. N.A. Direct N.A.
8. N.A. Direct N.A.

(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
S. Name of the Item from Local area Location of Project Amount Amount spent
No Project. the list of (Yes/No). the project. duration. allocated for in the current
activities in the project financial Year
Schedule VII (Amount in (Amount in
State/District
to the Act. Lakh) Lakh)
1 - - - - - - -

S. (9) (10) (11)

No Amount transferred to Unspent Mode of Implementation - Direct Mode of Implementation -
CSR Account for the project as per (Yes/No) Through Implementing Agency
Section 135(6) (Amount in Lakh) Name and CSR Registration
Number
N.A. N.A. N.A.
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the financial year (8b+8c+8d+8e): ` 222.27 Lakh
(g) Excess amount for set off, if any

Sl. Particular (Amount in Lakh)

No.
1 Two percent of average net profit of the Company as per section 135(5) ` 222.27 Lakh
2 Total amount spent for the financial year ` 222.27 Lakh
3 Excess amount spent for the financial year [(ii)-(i)] Nil

64
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - F (Contd.)

CORPORATE OVERVIEW
4 Surplus arising out of the CSR projects or programmes or activities of Nil
the previous financial years, if any
5 Amount available for set off in succeeding financial years [(iii)-(iv)] Nil

STATUTORY REPORTS
9. (a) Details of Unspent CSR amount for the preceding three financial years: None
(Amount in Lakh)

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

S. Preceding Amount Amount Amount transferred to any fund specified Amount
No financial transferred spent in the under Schedule VII as per section 135(6), if remaining to
year to Unspent reporting any. be spent in

FINANCIAL STATEMENTS
CSR Account financial year Name of the Amount Date of transfer succeeding
under section Fund financial
135 (6) years
- - - - - - - -
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s)
(Amount in Lakh)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
S. Project ID. Name of the Project financial year Project duration. Total Amount Cumulative Status of
No in which the amount spent on the amount the project -
project was allocated project in spent at Completed /
commenced. for the the reporting the end of Ongoing.
project financial year reporting
financial
year
1. CSR-BCAP001 Breast Cancer Awareness 2018 - 19 3 Years ` 20.00 ` 7.40 ` 7.40 Ongoing
program for women CSR (Excluding
(Organising awareness the year of
campaign and free commencement)
screening camps for the
early detection of breast
cancer in various parts
of India specifically in
rural and hilly areas and
procurement of breast
scanner machine for
detection of cancer.)
2. CSR-HC002 Health Care CSR 2018 - 19 3 Years ` 14.05 ` 14.05 ` 14.05 Ongoing
(To develop, renovate (Excluding
and maintain, a Civil the year of
Hospital Namely A.P. commencement)
Jain Civil Hospital
located in Rajpura
which caters the
health service needs
of 170 villages around
Rajpura AND other
hospitals situated near
to Company factories
and Offices and other
medical amenities.)
3. CSR-ITK003 Promoting Education 2018 - 19 3 Years ` 7.50 ` 7.50 ` 7.50 Ongoing
– Innovative Teaching (Excluding
Skills. the year of
(Encouraging and commencement)
enables government
school teachers to learn
innovative teaching
practices.)

65
ANNEXURE - F (Contd.)

(1) (2) (3) (4) (5) (6) (7) (8) (9)

S. Project ID. Name of the Project financial year Project duration. Total Amount Cumulative Status of
No in which the amount spent on the amount the project -
project was allocated project in spent at Completed /
commenced. for the the reporting the end of Ongoing.
project financial year reporting
financial
year
4. CSR-SIRD006, School Infra Renovation, 2019 - 20 3 Years ` 30.00 ` 30.00 ` 30.00 Ongoing
SIRD006A, Development (Excluding
(Development and the year of
Renovation of various commencement)
Government Schools
alongwith promoting
education in rural
areas.)
5. CSR-SIRD006 School Infra Renovation, 2019 - 20 3 Years ` 13.35 ` 13.35 ` 13.35 Ongoing
SIRD006B Development (Excluding
(Development and the year of
Renovation of various commencement)
Government Schools
alongwith promoting
education in rural
areas.)
6. CSR-ACD007 Awareness about Chronic 2020-21 2 Years ` 2.50 ` 2.50 ` 2.50 Ongoing
diseases (Gastroenterology (Excluding
and Liver Forum- the year of
Organising awareness commencement)
program w.r.t various
chronic diseases.)

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year (asset-wise details). N.A.
(a) Date of creation or acquisition of the capital asset(s). N.A.
(b Amount of CSR spent for creation or acquisition of capital asset. N.A.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc. N.A.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset). N.A.
No capital asset was created / acquired during financial year 2021-22 through CSR spend.

11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): N.A.

 he Company is committed to focus on inclusive growth and improve lives by contributing towards communities around
T
which it operates. This dedicated commitment towards inclusive growth is manifested through the Company’s CSR initiatives
undertaken in past years.
 he CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance
T
with CSR objectives and Policy of the Company.
 our Company endeavoured to meet the budgeted expenditure by contributing in various eligible CSR activities and has
Y
committed to incur expenditure for CSR initiatives in the coming years through structured events or programs and projects. The
Company recognises its obligations to act responsibly, ethically and with integrity in its dealings with employees, community,
customers and the environment as a whole.

66
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - F (Contd.)

CORPORATE OVERVIEW
 t Amber, we know that corporate responsibility is essential to our current and future success as a business. The Company
A
believes it has the greatest opportunity to drive values through CSR initiatives various area, in compliance with its CSR Policy
and objectives thereof.

STATUTORY REPORTS
For and on behalf of Board of Directors
Amber Enterprises India Limited

(Daljit Singh) (Sudha Pillai)

FINANCIAL STATEMENTS
Managing Director Chairperson of CSR Committee
Place : Gurugram DIN:- 02023964 DIN:- 02263950
Date : 13 May 2022 G - 45, Sliver Oak Avenue, DLF City, D-241, Sarvodaya Enclave (2nd Floor),
Phase - I, Gurugram – 122002, Haryana New Delhi - 110017

67
ANNEXURE - G

SECTION A: GENERAL DISCLOSURE

I. Company details :
S. Questions Responses
No.
1. Corporate Identity Number (CIN) of the Listed EntityL28910PB1990PLC010265
2. Name of the Listed Entity Amber Enterprises India Limited
3. Year of incorporation 2 April 1990
4. Registered office address C – 1, Phase – II, Focal Point,
Rajpura Town – 140 401, Punjab
5. Corporate address Universal Trade Tower, 1st Floor,
Sector – 49, Sohna Road, Gurgaon – 122 018
6. E-mail info@ambergroupindia.com
7. Telephone +91 124 3923000
8. Website www.ambergroupindia.com
9. Financial year for which reporting is being done 1 April 2021 to 31 March 2022
10. Name of the Stock Exchange(s) where shares are listed BSE Limited
National Stock Exchange of India Limited
11. Paid-up Capital ` 33,69.37 Lakh
12. Name and contact details (telephone, email address) Ms. Konica Yadav
of the person who may be contacted in case of any Company Secretary and Compliance Officer
queries on the BRSR report
Address: Universal Trade Tower, 1st Floor, Sector – 49,
Sohna Road, Gurgaon – 122 018;
Tel: +91 124 3923000
13. Reporting boundary - Are the disclosures under this The disclosures under this report are made on a
report made on a standalone basis (i.e. only for the consolidated basis, unless otherwise specified.
entity) or on a consolidated basis (i.e. for the entity and
all the entities which form a part of its consolidated
financial statements, taken together).
II. Product and Services

14. Details of business activities (accounting for 90% of the turnover)*:

S. Description of Main Activity Description of Business Activity % of Turnover
No. of the entity
1) Manufacturing Room Air conditioners Amber offers higher energy efficiency and expertise in >90%
and its components for original indoor, outdoor, split and window AC units. We deal in AC
Equipment Manufacturers components as well.
With expertise in components like heat exchangers, sheet
metal components, injection molding components, and
system tubing, Amber is strongly positioned with its
backward integration to derive the core deliverables in terms
of quality, cost & delivery.
*Standalone

15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover)*:
S. Product/Service NIC Code % of Turnover of
No. the entity
1. Air Conditioners and Its Components 28192 >90%
*Standalone

III Operations:
16. Number of locations where plants Location Number of plants Number of offices Total
and/or operations/offices of the (Consolidated)
entity are situated National  23  1 24
International  0  1 1

68
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
17. Markets served by the entity*:
a. Number of locations Locations Number  Number of  Total
Offices

STATUTORY REPORTS
National (No. of  - - -
States)
International (No. - - -
of Countries)
b.  What is the contribution of 0.33% (Standalone)
exports as a percentage of the
total turnover of the entity?

FINANCIAL STATEMENTS
c. A brief on types of customers We provide business-to-business solutions for Complete Room Air
Conditioners (“RACs”) including window air conditioners (“WACs”), Indoor
Units (“IDUs”) and Outdoor Units (“ODUs”) of split air conditioners (“SACs”)
and Air conditioners for Railways, Metro trains, Buses, Defence, etc. Heat
exchangers, Multi-Flow condensers, Sheet Metal Components, System
Tubing, Motors, Printed Circuit board assembly, Cross Flow Fans, Injection
Moulding Components and other components. Components for the other
consumer durables and automobiles such as case liners for refrigerators,
plastic extrusion sheets for consumer durables, sheet metal components
for various consumer durables/appliances, automobile sector and metal
ceiling industries.
*Your company is in a business-to-business segment and serves its customers, who are having presence across the
country, from its various locations.

IV Employees

18. Details as at the end of financial year: a. Employees and workers (including differently abled):
S. Particulars Total (A) Male Female
No. No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1 Permanent (D)  1377  1320  96%  57  4%
2 Other than Permanent (E) 0  0  0%  0  0%
3 Total employees (D + E)  1377  1320  96%  57  4%
WORKERS
4 Permanent (F)  1744  1720  99%  24  1%
5 Other than Permanent (G)  7266  6246  86%  1020  14%
6 Total workers (F + G)  9010  7966  88%  1044  12%
DIFFERENTLY ABLED EMPLOYEES
1 Permanent (D)  2  2  100%  0  0%
2 Other than Permanent (E)  0  0  0%  0  0%
3 Total employees (D + E)  2  2  100%  0  0%
DIFFERENTLY ABLED WORKER
4 Permanent (F)  13  13  100%  0  0%
5 Other than Permanent (G)  8  8  100%  0  0%
6 Total workers (F + G)  21  21  100%  0  0%

69
ANNEXURE - G (Contd.)

19. Participation/Inclusion/Representation of women:

Total (A) No. and percentage of Females

No. (B) % (B / A)

Board of Directors 6 1 16.17%

Key Management Personnel 7 1 14.28%

20. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years):

FY 2021-22 FY 2020-21 FY 2019-20

Male Female Total Male Female Total Male Female Total
Permanent Employees 23.5%  24% 23.5% 23.5% 33% 24.0%  19.2% 28.1% 19.6%
Permanent Workers 17.9%  5.3%  17.8% 7.00% 24.00% 10.00% 11% 17% 11.2%

V. Holding, subsidiary and associate companies (including joint ventures):

21. Names of holding / subsidiary / associate companies / joint ventures:

S. Name of the holding / subsidiary Indicate whether holding/ % of shares Does the entity indicated at column
no / associate companies / joint Subsidiary/ Associate/ held by A, participate in the Business
ventures (A) Joint Venture listed entity Responsibility initiatives of the
listed entity? (Yes/No)
1. PICL (India) Private Limited Wholly Owned Subsidiary 100% Yes
2. Appserve Appliance Private Wholly Owned Subsidiary 100% Not Operational
Limited
3. Sidwal Refrigeration Industries Wholly Owned Subsidiary 100% Yes
Private Limited
4. Amber Enterprises USA INC. Wholly Owned Subsidiary 100% Recently incorporated,
to the some extent
5. IL JIN Electronics (India) Private Subsidiary 70% Yes
Limited
6. Ever Electronics Private Limited Subsidiary 70% Yes
7. Amber PR Technoplast India Subsidiary 73% Acquired on 1 December 2021
Private Limited (Formerly Known
as Pasio India Private Limited)
8. Pravartaka Tooling Services Subsidiary 60% Acquired on 1 February 2022
Private Limited

VI. CSR Details:

22. CSR details:

(Whether CSR is applicable as per Section 135 of Yes, refer to Annexure F to the Board’s report
Companies Act, 2013
Turnover ` 3,13,760.43 Lakh
Net worth ` 1,59,444.50 Lakh

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
VII. Transparency and disclosures compliances:

23. Complaints/Grievances on any of the principles (Principles 1 to 9):

Stakeholder group from Grievance FY 2021-22 FY 2020-21

STATUTORY REPORTS
whom complaint is Redressal Number of Number of Remarks Number of Number of Remarks
received Mechanism in complaints complaints complaints complaints
Place (Yes/No) (If filed during pending filed pending
yes, then provide the year resolution during the resolution
web-link for at close of year at close of
grievance redress the year the year
policy)

FINANCIAL STATEMENTS
Communities No 0 0 0 0 0 0
Investors (other than No 0 0 0 0 0 0
shareholders)
Shareholders No 0 0 0 0 0 0
Employees and workers No 0 0 0 0 0 0
Customers No 0 0 0 0 0 0
Value Chain Partners No 0 0 0 0 0 0
24. Overview of the entity’s material responsible business conduct issues:
S. Material issue Indicate Rationale for identifying the risk/ In case of risk, Financial
No. identified whether opportunity approach to adapt implications of the
risk or or mitigate risk or opportunity
opportunity (Indicate positive
(R/O) or negative
implications)
1. Economic Opportunity Increases in per capita income over Increase in revenue
Performance time: India’s current per capita income
equals China’s per capita income in
2007. We expect India’s per capita
income to increase at a CAGR of 7%
(on the basis of average GDP growth
of 6-7% and population growth of 1% -
based on GSe), vs China’s last decade
CAGR of 9.5%, and expect India to reach
China’s current per-capita income in the
next 10-12 years.
2. Community Opportunity Efforts to improve the social, economic Increased CSR
Development and environmental impacts of expenditure
the Company’s operations on the
community help build a harmonious
relationship and give social license to
operate.
3. Energy Risk/ The increasing cost of electricity and We plan to increase Increased operational
Opportunity removal of subsidies for electricity our energy efficiency cost
possess a risk to the AC business. and install more
Increasing energy efficiency and renewable energy
transitioning to renewable energy also going forward.
reduces the GHG Footprint of the value
chain.

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ANNEXURE - G (Contd.)

S. Material issue Indicate Rationale for identifying the risk/ In case of risk, Financial
No. identified whether opportunity approach to adapt implications of the
risk or or mitigate risk or opportunity
opportunity (Indicate positive
(R/O) or negative
implications)
4. Green House Opportunity/ Amber develops and spreads energy- We plan to increase Increased regulatory
Gas Emission Risk conserving, high-efficiency air conditioners renewable energy in and operational cost
with lower global warming potential and our power mix and
generates solutions for the efficient use of invest R&D expenditure
energy throughout entire buildings. In this towards increasing
way, it is taking aggressive action to curb energy efficiency.
greenhouse gas emissions and protect
the global environment. However, given
deepening global environmental problems,
in the event that regulations covering the
use and emissions of greenhouse effect
causing refrigerant gas and regulations
pertaining to energy conservation become
more stringent, there is a possibility of
increased costs necessary to adhere to
such regulations
5. Advancement Risk The Company aims to generate Increase in R&D Decreased sales
in Technologies customer and social value and makes Activity and Decreased revenue
concerted efforts to develop the keeping abreast
Increased R&D
technology, products, and services with the technical
expenditure
that will consistently lead to customer changes
satisfaction. However, the emergence
of new technology, products or services
that differ from those anticipated by
the Company, or abrupt changes to
the market such as rapidly escalating
competition, including from new market
entrants, may lead to the necessity
to amend or transform technology/
product strategy. In that event, delays in
bringing about new products or services,
or launching new businesses, will cause
the Company to lose its advantageous
position against competitors or new
market entrants.
6. Responsible Risk Brands and retailers are facing We plan to conduct an Increased operational
Sourcing increasing scrutiny over their sourcing extensive assessment cost
practices. Those overseeing sourcing of contractors and
often have little contact with the end suppliers to understand
product. Materials are being sourced Amber’s value chain
from companies using exploitative
practices, including forced labor, unfair
compensation or health and safety risks.

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CORPORATE OVERVIEW
S. Material issue Indicate Rationale for identifying the risk/ In case of risk, Financial
No. identified whether opportunity approach to adapt implications of the
risk or or mitigate risk or opportunity
opportunity (Indicate positive

STATUTORY REPORTS
(R/O) or negative
implications)
7. Occupational Risk We are legally obliged to keep everyone We plan to conduct Loss of man-
Health and in the workplace safe from injuries. A more awareness days and morale.
Safety workplace injury or accident causes training and It also leads to an
financial loss to the Company in terms of improve our working increased cost of
man-hours worked. It is also associated conditions. compensation.

FINANCIAL STATEMENTS
with brand reputation.
8. Raw Material Risk An increase in inflation and material We plan to use more Increased operational
Price costs due to evolving regulations and recycled material cost
climate change can affect the price of and improve our
our raw materials. material efficiency.
9. Waste Risk As we are an OEM company, we generate We plan to increase Increased regulatory
waste at our sites, its proper disposal our tie-up with the and operational cost
and management is a very important recycling organization
aspect for us. going forward.
Continuous evolving governmental rules
and regulations pertaining to E-waste,
plastic waste and hazardous waste
also possess a regulatory risk for the
company.
10. Water Risk Risks include decreased water supply We plan to increase Increased regulatory
for business activities, higher water water conservation and operational cost
costs and tax, operational disruptions with steps like using
and associated financial losses, impacts less water-consuming
on future growth and license to operate, processes/equipment,
and regulatory caps for water use in water recycling,
water-stressed region. rainwater harvesting,
etc.

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ANNEXURE - G (Contd.)

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

S. Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No Policy and management processes
1. a. Whether your entity’s policy/policies cover each Policies covering each principle and its core elements of the
principle and its core elements of the NGRBCs. NGRBCs are under formulation.
(Yes/No)
b. Has the policy been approved by the Board? No, the policies are under approval by the Board.
(Yes/No)
c. Web Link of the Policies, if available A web link will be provided after approval of the Board.
2. Whether the entity has translated the policy into No, procedures are under formulation.
procedures. (Yes / No)
3. Do the enlisted policies extend to your value chain No, they will be extended in the value chain in the coming years.
partners? (Yes/No)

4. Name of the national and international codes/certifications/labels/ standards (e.g., Forest Stewardship Council,
Fairtrade, Rainforest Alliance, Trustee) standards (e.g., SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped
to each principle.
Most of our plants are certified with ISO 9001, ISO 14001, and ISO 45001. The list of plants is given in the table below:

ISO 9001 ISO 14001 ISO 45001

Dehradun Units 4, 5 and 6 Dehradun Units 4, 5 and 6 Dehradun Units 4, 5 and 6
Chennai Unit ILJIN Unit ILJIN Unit
EVER Unit Jhajjar Unit Jhajjar Unit
ILJIN Unit Jhajjar Unit 2 Jhajjar 2 Unit
INDOSPACE Unit Kadi Unit Kadi Unit
Jhajjar Unit Pune Unit Pune Unit
Jhajjar Unit 2 Rajpura Unit Rajpura Unit
Pune Unit PICL Unit PICL Unit
Rajpura Unit Rajpura Unit Rajpura Unit
Sidwal Unit PICL Unit PICL Unit
Amber PR Unit
PICL Unit
Amber PR Unit
PICL Unit
Apart from the aforementioned certifications, our ILJIN plants are also certified to IATF LOC, the Jhajjar unit is certified to
BIS 1391 Part 2 RAC, BIS 11329 HE, BIS 1391 Part 2 RAC BIS 11329 HE and Sidwal is certified to EN 15085.

5. Specific commitments, goals and targets set Goals and Targets will be set once the procedures are set.
by the entity with defined timelines, if any.
6. Performance of the entity against the specific Not Applicable
commitments, goals and targets along with
reasons in case the same are not met

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CORPORATE OVERVIEW
Governance, leadership, and oversight
7. Statement by the director responsible for the The Company is marching ahead with vigor and determination on
business responsibility report, highlighting the path of sustainable development. We are building organisational

STATUTORY REPORTS
ESG-related challenges, targets and capability through well-crafted strategies. We are in a mission mode to
achievements (listed entity has flexibility expand our presence in different markets through strategic acquisitions
regarding the placement of this disclosure) and forming partnerships. We are diversifying our product portfolio
based on our due diligence on emerging demands and markets. In
this journey Innovation and Technology are two pillars which are being
taken to new heights to fulfill our organisational aspirations.

FINANCIAL STATEMENTS
We are committed to further strengthening our ESG framework to
address risks and opportunities. We understand that a robust ESG
focus is the way forward for a successful translation of our dreams into
reality and to take our organisation towards future-proofing. We are in
the process of establishing goals and objectives to track our success
on each of the ESG factors. We are taking initiatives in the ESG areas
which include enhanced renewable energy, e-waste, plastic waste,
water conservation management, human rights protection, employee
care and community upliftment, among others. We are planning to
undertake stakeholder engagement to understand significant issues
for the Company by reaching out to each stakeholder group in order
to establish a firm foundation for our ESG approach. Our growth and
achievement of our mission of protecting people and the environment
will be based on continued involvement and collaboration with our
stakeholders. In the subsequent years, we plan to make this report
more thorough and comprehensive. Our philosophy of responsible
business is based on the principle of business being accountable to
all its stakeholders.
In Company’s journey forward, Environment Social and Governance
(ESG) have a very deep connect with climate change, good labour
practices, consumer security, good corporate and social governance,
business and social ethics. Our sustainability structure and integrated
business model developed over the years have allowed us to constantly
create value and benefit from the opportunities emerging from this
transition while limiting the related risks.
8. Details of the highest authority responsible for Board of Directors
implementation and oversight of the Business
Responsibility policy (ies).
9. Does the entity have a specified Committee of Company will constitute the BRSR Committee
the Board/ Director responsible for decision
making on sustainability related issues? (Yes
/ No). If yes, provide details
10. Details of Review of the policies.
Whether each policy is reviewed, if reviewed, the frequency of review for each of the policy (Annually/ Half yearly/ quarterly/
Any other – please specify).
Yes, it is proposed to have an annual review of the policies after they are approved by the Board.
11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency?
(Yes/No). If yes, provide name of the agency.
No
12. If not all Principles are covered by a policy, reasons to be stated.
Not Applicable

75
ANNEXURE - G (Contd.)

SECTION C: PRINCIPLE-WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is

1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:

Segment Total number Topics/principles covered under the training %age of persons
of training and and its impact in respective
awareness category covered
programmes by the awareness
held programmes
Board of Directors 2 Corporate Governance- Principle 1 100%
ESG (Environment, Social and Governance)- All
Principles
Key Managerial Personnel 2 Anti-Bribery Anti-Corruption & Leadership Skills 100%
Employees other than BoD 57 Behavioral Training- Principle 3 Not mapped for current
and KMPs Corporate Governance- Principle 1 Financial Year
Technology- Principle 2
EHS- Principle 3
ESG
Statutory
Workers  NA On Job Training- Principle 3 100%
Emergency Preparedness- Principle 3
Safety- Principle 3

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year:

Monetary
NGRBC Name of the regulatory/ Amount (In `) Brief of the Has an appeal
Principle enforcement agencies/ Case been preferred?
judicial institutions (Yes/No)
Penalty / Fine No Penalty / Not Applicable Nil Nil Not Applicable
Fine
Settlement Not Not Applicable Nil Nil Not Applicable
Applicable
Compounding fee Not Not Applicable Nil Nil Not Applicable
Applicable
Non-Monetary
NGRBC Name of the regulatory/ Brief of the Case Has an appeal
Principle enforcement agencies/ been preferred?
judicial institutions (Yes/No)
Imprisonment Not Not Applicable Not Applicable Not Applicable
Applicable
Punishment Not Not Applicable Not Applicable Not Applicable
Applicable

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or
non-monetary action has been appealed.
Not Applicable

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a
web-link to the policy:
Draft policy is prepared, link will be provided post-approval from the Board.

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/ corruption:
financial year financial year

STATUTORY REPORTS
2021-22 2020-21
Directors None None
KMPs None None
Employees None None
Workers None None
6. Details of complaints with regard to conflict of interest:

FINANCIAL STATEMENTS
Details of complaints with regard to conflict of interest financial year 2021-22
Number Remark
Number of complaints received in relation to issues of Conflict of Interest of None None
the Directors
Number of complaints received in relation to issues of Conflict of Interest of None None
the KMPs

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable

PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments will be made available in our Business
responsibility and sustainability report from fiscal 2023 onwards.
R&D: Amber is committed to technology-driven innovation and lays strong emphasis on inculcating an innovation-driven
culture within the organisation.
During the financial year under review, your Company continued to work on technology up-gradation and capability
development in the critical areas of better star rating (energy efficiency), low power consumption and lesser global
warming (environment friendly).
The efforts made are given below:
• New Cassette AC Light Commercial AC’s category launched with “fully Indigenous Indoor and Outdoor Units”;
Development carried out for both Fixed speed and Energy Efficient Inverter series.
• New Fan Coil Units, Small Ductable and Big Ductable AC’s, Light and Heavy Commercial AC’s category launched
with “fully Indigenous Indoor and Outdoor Units”; in compliance with “BIS (Bureau of Indian Standards) and QCO
(Quality control order)” norms.
• VRF new Product development completed of both 6 HP Multi-Split and Real VRF versions with R410a refrigerant.
Further, development is in progress for 10 HP capacity VRF model.
• High Energy efficient 18K Btu/Hr Outdoor Chassis launched with 5mm Heat Exchanger and efficient Inverter
Compressor.
• Make In India (high efficiency and Economic) series development work in progress for USA Export market.
Such efforts would help in ensuring that the Company’s products retain their competitive edge in the market for years to
come.
The efforts taken by the Company towards technology development and absorption help deliver a competitive advantage
to the Company through the launch of new products and variants, introduction of new features and improvement of
product performance. Some examples of results delivered in the financial year 2020 - 21 are:
• Development in progress for smaller size Indoor Unit using less plastic than conventional units (Product Improvement
& Cost Innovation).

77
ANNEXURE - G (Contd.)

• High Energy efficient 18K Btu/hour Outdoor Chassis launched with 5mm Heat Exchanger and efficient Inverter
Compressor.
• First Make in India controller/PCB solution developed for Inverter AC models (12K/18K Btu/Hr).

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No).
Yes.
b. If yes, what percentages of inputs were sourced sustainably?
We buy 100% from designated/ approved sources completely in line with our procurement process.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life:
(a) Plastics (including packaging)- The Company uses most of the plastic waste internally only, however, there are few
units which have plastics waste (including packaging).
The Company engages with certified recyclers/handlers for disposal of such waste.
(b) E-waste- The Company has various systems in place at an all-India level to manage e-waste.
The Company engages with certified e-waste handlers for disposal of e-waste.
(c) Hazardous waste- The Company has various systems in place at an all-India level to manage hazardous waste. The
Company engages with certified hazardous waste handlers for disposal of hazardous waste.
(d) other waste- The Company has various systems in place at an all-India level to manage other waste. The Company
engages with certified other waste handlers for disposal of other waste.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
No

PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains
1. a. Details of measures for the well-being of employees:

% of employees covered by
Category Total Health insurance Accident Maternity Paternity Day Care
(A) insurance benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent employees
Male 1320 1320 100% 0 0% 0 0% 0 0 0 0%
Female 57 57 100% 0 0% 57 100% 0 0 57 100%
Total 1377 1377 100% 0 0% 57 100% 0 0 57 100%
Other than Permanent employees
Male 0 0 0% 0 0% 0 0% 0 0 0 0%
Female 0 0 0% 0 0% 0 0% 0 0 0 0%
Total 0 0 0% 0 0% 0 0% 0 0 0 0%

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
b. Details of measures for the well-being of workers:
% of workers covered by
Category Total Health Accident Maternity Paternity Day Care

STATUTORY REPORTS
(A) insurance insurance benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent workers
Male 1720 1720 100% 0 0% 0 0% 0 0% 0 0%
Female 24 24 100% 0 0% 24 100% 0 0% 24 100%

FINANCIAL STATEMENTS
Total 1744 1744 100% 0 0% 24 100% 0 0% 24 100%
Other than Permanent workers
Male 6246 6246 100% 0 0% 0% 0 0% 0 0 0%
Female 1020 1020 100% 0 0% 0% 1020 100% 0 0 0%
Total 7266 7266 100% 0 0% 0% 1020 100% 0 0 0%

2. Details of retirement benefits, for Current and Previous financial year.

Benefits financial year 2021-22 financial year 2020-21

No. of No. of workers Deducted and No. of No. of workers Deducted and
employees covered as a % deposited with employees covered as a % deposited with
covered as of total workers the authority covered as of total workers the authority
a % of total (Y/N/N.A.) a % of total (Y/N/N.A.)
employees employees
PF 100% 100% Y 100% 100% Y
Gratuity 100% 100% NA 100% 100% NA

3. Are the premises/offices of the entity accessible to differently abled employees and workers, as per the requirements
of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this
regard.
Our Company complies with the Rights of Persons with Disabilities Act, 2016, and the premises are largely accessible as
per the requirements. We are in the process of undertaking assessment of each of the premises and will develop a plan
with the recommendations and implement the identified gaps.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide
a web link to the policy.
Yes, we have it under our employee policy, which is under approval by Board.

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Gender Permanent employees

Return to work rate Retention rate
Male Not Applicable Not Applicable
Female 80% 80%
Total 80% 80%

6.

Is there a mechanism available to receive and redress grievances for the Yes/No (If yes, then give details
following categories of employees and worker? of the mechanism in brief)
Permanent Workers  Yes
Other than Permanent Worker  Yes
Permanent Employees  Yes
Other than Permanent Employees  Yes

79
ANNEXURE - G (Contd.)

We have emphasised open and honest communication to our stakeholders since inception. We urge our employees to
express issues and challenges face company leaders, HR, or senior management. The Company has long had an open-
door policy, allowing any employee, regardless of rank, to speak with senior management.
Furthermore, the Company’s Whistle-blower Initiative (CWI) provides a formal forum for employees to air their grievances
on various issues. Employees are informed about the grievance system and CWI through a customised module. The CWI
mechanism is also explained to new hires as part of the employee induction procedure.
We have a policy on workplace sexual harassment prevention, prohibition, and remedy, as well as an Internal Complaints
Committee (ICC) compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company’s policy on the same is placed on the Company’s website.

7. Membership of employees and worker in association(s) or Unions recognised by the listed entity.
None

8. Details of training given to employees and workers:

We provide training to make employees aware of the following topics-
• Risk Assessment
• Skill Upgradation training
• Health and safety training- Mock Drills
• First Aid Training.

financial year 2021-22

On Health and safety measures On Skill upgradation
Total (A) No. (B) % (B / A) No. (C) % (C / A)
Employees
Male- 1279  1234  96.4% 1279  100%
Female-53  50  94% 0 0%
Total 1332  1284  96.39% 1279 96.02%
Workers
Male-1598  1598  100%  1598 100%
Female- 22  22  100%  22  100%
Total - 1620  1620  100%  1620 100%

9. Details of performance and career development reviews of employees and worker.

We have started to collect the data in financial year 2022. The data is represented in the table below:

financial year 2021-22

Category Total (A) No. (B) % (B/A)
Male 1279 884 69.12
Female 53 43 81.13
Total 1332 927 69.59
Male 1598 Performance review not done Performance review not done
Female 22 Performance review not done Performance review not done
Total 1620 Performance review not done Performance review not done

10. a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If
yes, the coverage such system?
Yes, our company places utmost emphasis on occupational health and safety management. Following are the
objective and commitments:
• Provide safe and healthy working conditions for the prevention of work-related injury and ill health.
• Include a commitment to eliminate hazards and reduce OH&S risks.

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
• Include a commitment to continual improvement of the EHS management system.
• Include a commitment to fulfil legal and other requirements.
We identify all work-related risks & their sources in the work environment. To ensure the same personal protective

STATUTORY REPORTS
equipment are provided & awareness trainings related to SOPs and best practices are provided to the employees.
Each site is supervised by the EHS teams and site management who conduct workplace inspection & hazard
identifications which are then notified to the EHS head. We also conduct Safety & environment audits in our plant
through external agencies to identify the gaps & to establish compliances.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis
by the entity?

FINANCIAL STATEMENTS
We use the Hazard Identification and Risk Assessment approach to conduct risk assessments (HIRA).
There are three steps to the method:
1. Identify the Risk (Hazard Identification)
2. Assess the Risk (Risk Assessment)
3. Make the Changes (Risk Control)
Periodic internal audits, leadership rounds help to identify unsafe acts/unsafe conditions which further helps to
improve and to optimise risk levels. Corrective and preventive actions (CAPA) are implemented based on the incident
and the cause. Following up on CAPA implementation and, if necessary, revaluating the process.
c. Whether you have processes for workers to report the work related hazards and to remove themselves from such
risks. (Y/N) –
Yes, we have system to report work related hazards. We have provided Safety suggestion box where employees and
workers can drop their concerns as identified hazard details. With our risk assessment system, we evaluate hazard
risk level and proactively work on CAPA implementation to either eliminate or to optimise hazard levels
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services?
Yes, for employees and workers (permanent) we have group Mediclaim services.

11. Details of safety related incidents, in the following format:

financial year financial year
Safety Incident/Number Category
2021-22 2020-21
Lost Time Injury Frequency Rate (LTIFR) (per one million-person Employees Not mapped Not mapped
hours worked) for current for current
Financial Year Financial Year
Workers  0  0
Total recordable work-related injuries Employees
72* 150*
Workers
No. of fatalities Employees  0  0
Workers  0  0
High consequence work-related injury or ill-health (excluding Employees
5* 7*
fatalities) Workers
*Safety related incidents are not bifurcate among employees and workers for the financial year 2020-21 and 2021-22,
however total numbers are provided, same will be reported in the financial year 2023 onwards.

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
The organisation has made a firm commitment to satisfy the highest quality standards while also adhering to safety and
environmental standards. We have systems in place to identify work-related risks and their sources in the workplace.
Our staff are equipped with work-related personal protection equipment and are given awareness training. EHS and Site
management undertake workplace inspections and hazard identifications. We also undertake factory-wide safety and
environmental audits through competent persons/authorities to ensure compliance with the Factory Act. We developed
a Central Safety Committee, as well as an Emergency Response Team that includes first responders and fire fighters.
At our job sites, we undertake workplace and work zone monitoring. We’ve also put up safety signs like General Safety
Instructions (in local languages), Life Safety Rules, and so forth.

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ANNEXURE - G (Contd.)

13. Number of Complaints on the following made by employees and workers:

Number of financial year 2021-22 financial year 2020-21

Complaints on the Filed during Pending resolution Remarks Filed during Pending resolution Remarks
following made the year at the end of year the year at the end of year
by employees and
workers:
Working Conditions  0  0 -  0  0 -
Health & Safety  0  0 -  0  0 -

14.

Assessments for the year % of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Health and safety practices
We are planning to get our plants and offices assessed for the financial year 2023
Working Conditions

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant
risks / concerns arising from assessments of health & safety practices and working conditions.
The organisation has made a firm commitment to satisfy the highest quality standards while also adhering to safety and
environmental standards. We have systems in place to identify work-related risks and their sources in the workplace.
Our staff are equipped with work-related personal protection equipment and are given awareness training. EHS and Site
management undertake workplace inspections and hazard identifications. We also undertake factory-wide safety and
environmental audits through competent persons/authorities to ensure compliance with the Factory Act. We developed
a Central Safety Committee, as well as an Emergency Response Team that includes first responders and fire fighters.
At our job sites, we undertake workplace and work zone monitoring. We’ve also put upput-up safety signs like General
Safety
Instructions (in local languages), Life Safety Rules, and so forth.

16. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N)
(B) Workers (Y/N).
Yes

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders

1. Describe the processes for identifying key stakeholder groups of the entity.
Any individual or group of individuals or institution that adds value to the business chain of the Company is identified
as a core stakeholder. This inter alia includes Employees, Suppliers and Vendors, Local communities, and Investors/
Shareholders, customers, Banks & Financial Institutions and regulators. We are in progress of making stakeholder
engagement policy which will be finalized after approval from the board.

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group:

Stakeholder Whether Channels of communication Frequency of Purpose and scope of

Group identified as (Email, SMS, Newspaper, engagement engagement including key
Vulnerable & Pamphlets, Advertisement, (Annually/ Half topics and concerns raised
Marginalised Community Meetings, Notice yearly/ Quarterly during such engagement
Group (Yes/ Board, Website), Other / others – please
No) specify)
Employees No -Emails Regularly - Training sessions
-Regular interactions Need-based - Performance appraisal
- Annual reward and recognition

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
Stakeholder Whether Channels of communication Frequency of Purpose and scope of
Group identified as (Email, SMS, Newspaper, engagement engagement including key
Vulnerable & Pamphlets, Advertisement, (Annually/ Half topics and concerns raised
Marginalised Community Meetings, Notice yearly/ Quarterly during such engagement

STATUTORY REPORTS
Group (Yes/ Board, Website), Other / others – please
No) specify)
Investors No - Annual general meetings Need-based, - Return on Equity
- Websites Quarterly/ - Business strategy
- Investor and analyst quarterly annually - Long-term business
meetings performance

FINANCIAL STATEMENTS
- Investor conferences - Goals and targets
- Annual report - Risk assessment and
management
Community No -Community representatives Quarterly/ -Infrastructure development
-Grievance Annually -Education and Skill Development
-Face to face interactions - Need based -Environment, Health & Safety
Customers No -Email, SMS, Based on - Product Quality
-Newspaper, requirements - Customer Feedback
-Pamphlets, - Business Development/ Sales
-Advertisement,
Regulators No -Through Reports and returns Based on - Compliance to rules and
-Emails statutory regulation
requirements
Banks/ No - Annual general meetings Need-based, - Business strategy
Financial - Websites Quarterly/ - Long-term business performance
Institutions
- Earnings Calls annually - Goals and targets
- Annual report - Business Development/ Sales

3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalised
stakeholder groups.
None

PRINCIPLE 5: Businesses should respect and promote human rights:

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:
We understand the value of human rights in the organisation. The concept of human right empowers organization and
employees therefore, this year we have formulated our human rights policy and we are developing systems and programs
to train our employees on human rights in financial year 2023.

2. Details of minimum wages paid to employees and workers.

We have started to collect the data in financial year 2021. The data is represented in the table below:

Category financial year 2021-22

Total (A) Equal to Minimum Wage More than Minimum Wage
No. (B) % (B / A) No. (C) % (C / A)
Employees
Permanent 1377 0 0 1377 100%
Male 1320 0 0 1320 100%
Female 57 0 0 57 100%
Other than Permanent 0 0 0 0 0

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ANNEXURE - G (Contd.)

Category financial year 2021-22

Total (A) Equal to Minimum Wage More than Minimum Wage
No. (B) % (B / A) No. (C) % (C / A)
Workers
Male 0 0 0 0 0
Female 0 0 0 0 0
Permanent 1744 0 0 1744 100%
Male 1720 0 0 1720 100%
Female 24 0 0 24 100%
Other than Permanent 7266 4563 63% 2703 37%
Male 6246 3727 60% 2519 40%
Female 1020 836 82% 184 18%

Category financial year 2021-22 financial year 2020-21

Total Equal to More than Total Equal to More than
(A) Minimum Wage Minimum Wage (D) Minimum Wage Minimum Wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent 1377 0 0 1377 100% 1142 0 0 1142 100%
Male 1320 0 0 1320 100% 1097 0 0 1097 100%
Female 57 0 0 57 100% 45 0 0 45 100%
Other than Permanent 0 0 0 0 0 0 0 0 0 0
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Workers
Permanent 1744 0 0 1744 100% 1537 0 0 1537 100%
Male 1720 0 0 1720 100% 1518 0 0 1518 100%
Female 24 0 0 24 100% 19 0 0 19 100%
Other than Permanent 7266 4563 63% 2703 37% 5830 3323 57% 2507 43%
Male 6246 3727 60% 2519 40% 5147 3192 62% 1955 38%
Female 1020 836 82% 184 18% 683 546 80% 137 20%

3. Details of remuneration/salary/wages:
Male Female
Number Median remuneration/ Number Median remuneration/
salary/ wages of salary/ wages of
respective category respective category
Board of Directors (BoD)
Key Managerial Personnel  Refer Annexure D of Board’s Report and Board’s Report
Employees other than BoD and KMP
Workers

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused
or contributed to by the business? (Yes/No).
No

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The Company regards respect for human rights as one of its fundamental and core values and tries to support, protect
and promote human rights to ensure that fair and ethical business and employment practices are followed.

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
The Company is committed to maintain a safe and harmonious business environment and workplace for everyone,
irrespective of the ethnicity, region, sexual orientation, race, caste, gender, religion, disability, work, designation and such
other parameters. Our Company believes that every workplace shall be free from violence, harassment, intimidation and/
or any other unsafe or disruptive conditions, either due to external or internal threats. Accordingly, Our Company has

STATUTORY REPORTS
aimed to provide reasonable safeguards for the benefit of employees at the workplace, while having due regard for their
privacy and dignity.
Our Company does not tolerate and prohibits all forms of slavery, forced labor, child labour, human trafficking, violence or
physical, sexual, psychological or verbal abuse. As a matter of policy, our Company does not hire any employee or engage
with any agent or vendor against their free will.

FINANCIAL STATEMENTS
6. Number of Complaints on the following made by employees and workers.
financial year 2021-22 financial year 2020-21
Filed during Pending resolution Filed during Pending resolution
the year at the end of year the year at the end of year
Sexual Harassment  0  NA  0 NA
Discrimination at workplace  0 NA  0 NA
Child Labour  0 NA  0 NA
Forced Labour/ Involuntary Labour  0 NA  0 NA
Wages  0  NA  0 NA
Other human rights related issues  0 NA  0 NA
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Not Available

8. Do human rights requirements form part of your business agreements and contracts? (Yes/No).
Yes

9.
Assessments for the year % of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Child labour 100
Forced/involuntary labour 100
Sexual harassment 100
Discrimination at workplace 100
Wages 100
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 9 above.
There were no significant risks / concerns arising from the human rights assessments.

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
1. Details of total energy consumption (in Joules or multiples) and energy intensity:
Energy Unit financial year financial year
2021-22 2020-21
Total electricity consumption (A) MWh 14859.02 14365.40
Total Fuel Consumption (B) MJ 8110047.08 4195317.63
Energy Consumption through other sources (C) MJ 10120015.70 9623881.34
Total Energy Consumption (A+B+C) MJ 71722552.10 65534664.57
Energy intensity per rupee of turnover (Total Energy MJ/Amt in 170.50 216.24
Consumption/ Turnover in ` Lakh
The boundary for financial year 2021 for electricity consumption does not include data from Chennai, Supa, Kadi, Ever and Indospace
Unit.
The reporting boundary for fuel consumption does not include data financial year 2022 data for AmberPR, Pravartaka and Ever unit.
We are working on our systems and planning to report energy consumption for every unit from financial year 2023.

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ANNEXURE - G (Contd.)

2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve
and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
No, none of our sites are identified as designated consumers.

3. Provide details of the following disclosures related to water, in the following format:

Water withdrawal by source (in kiloliters) financial year financial year

2021-22 2020-21
(i) Surface water (kL) 0 0
(ii) Groundwater (kL) 825558.69 89572.49
(iii) Third party water (kL) 33249 23766
(iv) Seawater / desalinated water (kL) 0 0
(v) Others 0 0
Total volume of water withdrawal (in kiloliters) (i + ii + iii + iv + v) (kL) 115807.69 113338.49
Total volume of water consumption (in kiloliters) Not Available Not Available
Water intensity per rupee of turnover (Water consumed / turnover in Lakh) (kL) Not Available Not Available
Note: Indicate if any independent assessment/ evaluation/assurance has been None None
carried out by an external agency? (Y/N) If yes, name of the external agency
For Water Withdrawal in financial year 2021, we have not included Supa, Chennai, Kadi, Indospace, Pune Unit.In the
financial year 2022, we have not included water consumption for AmberPR and Pravataka, Pune and Indospace unit. We
are working on our systems and planning to report water consumption for every unit from financial year 2023.

4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
Yes, the entity implemented a mechanism for Zero Liquid Discharge, however details w.r.t to its coverage and
implementation will be provided in financial year 2023 onwards.

5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Air Emissions (Other than GHG Emissions) Unit financial year financial year
2021-22 2020-21
NOx Mg/m3 155.23 154.09
SOx Mg/m3 87.73 86.15
Particulate matter (PM) Mg/m3 423.92 419.38
Persistent organic pollutants (POP) Not Available Not Available
Volatile organic compounds (VOC) Not Available Not Available
Hazardous air pollutants (HAP) Not Available Not Available
Others – please specify Not Available Not Available
Note: Indicate if any independent assessment/ evaluation/  No No
assurance has been carried out by an external agency? (Y/N) If
yes, me of the external agency.
Note- All departments to provide data for each parameter in the
same unit
The reporting boundary does not include , Chennai, Supa, Kadi, Ecotech, Ever, Pune, and Indospace unit.
Since, AmberPR and Pravartaka, have been acquired recently, there respective units have not been considered for
reporting boundary.

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Parameter Please specify unit financial year financial year
2021-22 2020-21

STATUTORY REPORTS
Total Scope 1 emissions
CO2 Metric tonnes of CO2 equivalent 600.95 310.87
CH4 Metric tonnes of CO2 equivalent 0.08 0.04
N2O Metric tonnes of CO2 equivalent 0.004 0.00
HFC Metric tonnes of CO2 equivalent NA NA
PFC Metric tonnes of CO2 equivalent NA NA

FINANCIAL STATEMENTS
SF6 Metric tonnes of CO2 equivalent NA NA
NF3 Metric tonnes of CO2 equivalent NA NA
Total Metric tonnes of CO2 equivalent 601.04 310.91
Total Scope 2 emissions
CO2 Metric tonnes of CO2 equivalent 10817.42 10373.89
CH4 Metric tonnes of CO2 equivalent  NA NA
N2O Metric tonnes of CO2 equivalent  NA NA
HFC Metric tonnes of CO2 equivalent  NA NA
PFC Metric tonnes of CO2 equivalent  NA NA
SF6 Metric tonnes of CO2 equivalent  NA NA
NF3 Metric tonnes of CO2 equivalent  NA NA
Total Metric tonnes of CO2 equivalent 10817.42 10373.88
Total Scope 1 and Scope 2 Metric tonnes of CO2 equivalent/Lakh ` 0.027 0.035
emissions per rupee of turnover

7. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide detail:

Steps taken or impact on conservation of In the pursuit of continual improvement in energy conservation, many
energy hence saving GHG Emissions initiatives as listed below have been taken in the financial year 2021
– 22 for energy conservation and preservation of natural resources:
• VFD Installation on blower motor at HE Shop.
• Motor removed from N2 Plant, water rinsing station & cooling
tower.
• Putting oven at energy saving mode while oven is in idle condition.
• Timers Installed for admin office air conditions for automatic
switch off and aluminum fabricated cabin replaced with Puff
cabin.
• Installed VFDs in various motors (Cooling Tower, Granulators) to
reduce electricity consumption.
• 20 Solar Lights installed at outside perimeter for electricity.
• Oven Exhaust air (Flu Gas) is being reused to reduce by providing
the loop.
• VRV Installed in placed of 11 tr. AC for MI Shop Floor.

Programs for improving energy efficiency:

• Thrust on use of renewable energy in manufacturing units.
• Use of natural lighting and natural ventilation.
• Encouraging go green initiative in the plants.
• Rainwater harvesting, reduce usage and recycling of water.
• Thrust on zero waste to land fill and circular economy.
• Section wise energy meter installation and monitoring on daily
basis to control the consumption;

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ANNEXURE - G (Contd.)

The steps taken by the Company for utilising • Usage of solar power replacing 30% of conventional power
Alternate Sources of Energy hence reducing consumption (Jhajjar Dehradun and Pune Units).
emissions • Transparent sheets installed for electricity saving in daytime.
• Re-usage of RO wastewater in task such as floor cleaning &
urinals.
• Adoption of pond and its maintenance at Greater Noida.
• Re-usage of used DM water via regeneration plant to make DM
water again.
• Diesel consumption minimised by adding battery operated
forklifts & stackers on shop floor.
8. Provide details related to waste management by the entity:
 Unit financial year financial year
2021-22 2020-21
Total Waste Generated (in metric tonnes) Metric tonnes 91.36 15.86
Plastic waste (A) Metric tonnes 19.30 4.89
E-waste (B) Metric tonnes 18.17 13.91
Bio-medical waste (C) Metric tonnes 0 0
Construction and demolition waste (D) Metric tonnes 0 0
Battery waste (E) Metric tonnes 0 0
Radioactive waste (F) Metric tonnes 0 0
Other Hazardous waste. Please specify, if any. (G) Metric tonnes 0 0
Other Non-hazardous waste generated (H). Please Metric tonnes 0 0
specify, if any. (Break-up by composition i.e. by materials
relevant to the sector)
Total (A+B + C + D + E + F + G + H) Metric tonnes 128.83 34.72
For each category of waste generated, total waste
recovered through recycling, re-using or other recovery
operations (in metric tonnes)
Category of waste
(i) Recycled Metric tonnes 87.40 8.03
(ii) Re-used Metric tonnes 1.34 0
(iii) Other recovery operations Metric tonnes 0 0
Total Metric tonnes 88.74 8.03
For each category of waste generated, total waste
disposed by ture of disposal method (in metric tonnes)
Category of waste 0 0
(i) Incineration Metric tonnes 1.07 4.30
(ii) Landfilling Metric tonnes 0.86 0.68
(iii) Other disposal operations Metric tonnes 189.95 95.70
Total 191.88 100.67
Note: Indicate if any independent assessment/ evaluation/ Yes/No  No  No
assurance has been carried out by an external agency?
(Y/N) If yes, me of the external agency.
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices
adopted to manage such wastes.
For production & other waste disposals we have tied up with the nearest Common Hazardous Waste Treatment, Storage
& Disposal Facilities (CHWTSDF) where safe & scientific disposal of waste is being carried out. We segregate our wastes
before we dispose them. We also tie up with recyclers to dispose recyclable waste.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals / clearances are required, please specify details in the following format.
None

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ANNEXURE - G (Contd.)

CORPORATE OVERVIEW
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
current financial year.
None

STATUTORY REPORTS
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and
rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format.
Yes, the entity compliant with the applicable environmental law/ regulations/ guidelines in India.

LEADERSHIP INDICATORS

FINANCIAL STATEMENTS
Break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources:

From renewable sources Unit financial year 2022 financial year 2021
Total electricity consumption (A) MJ 4197888.05 4442047.46
Total Fuel Consumption (B) MJ 0 0
Energy Consumption through other sources (C) MJ 3475998.00 3485725.20
Total energy consumed from renewable sources (A+B+C) MJ 7673886.05 7927772.66
From non-renewable sources Unit financial year 2022 financial year 2021
Total electricity consumption (D) MJ 49294601.27 47273418.14
Total fuel consumption (E) MJ 8110047.08 4195317.63
Energy consumption through other sources (F) MJ 6644017.70 6138156.14
Total energy consumed from non-renewable sources (D+E+F) MJ 64048666.05 57606891.91
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent
1. a. Number of affiliations with trade and industry chambers/ associations.
3 (Three)
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body)
the entity is a member of/ affiliated to.
S. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/
No. associations (State/National)
1. Consumer Electronics and Appliances Manufacturers Association  National
(“CEAMA”)
2. Confederation of Indian Industries (“CII”)  National
3. Federation of Indian Chambers of Commerce & Industry (“FICCI”) National

2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity,
based on adverse orders from regulatory authorities.
None
PRINCIPLE 8: Businesses should promote inclusive growth and equitable development.
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year.
None
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
your entity.
Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community.
The Company has various mechanisms to receive and redress grievances of various stakeholders. We have a stakeholder
policy and appropriate grievance mechanisms in place to resolve any differences arising from the impact of our business
operations on the stakeholders.

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ANNEXURE - G (Contd.)

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

financial year 2021-22 financial year 2020-21

Directly sourced from MSMEs/ small producers 12% 12%
Some directly from within the district and neighboring districts Not mapped at present Not mapped at present

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company has standard procedures for handling and investigating product quality complaints that are received from
various sources such as customers, regulatory agencies, distributors, and suppliers. Accordingly, all the complaints
are investigated within 30 days and relevant actions are taken to avoid the reoccurrence. Upon investigation of the
complainant, QA sends a ‘Complaint Reply Form’ and waits for fifteen (15 working) days for any comment (feedback)
from the complainant and then proceeds for the closing of the complaint.
Additionally, our website has sections for ‘Contact Us’ followed wherein an individual can register the relevant details
including ‘product complaint/feedback’.
2. Turnover of products/services as a percentage of turnover from all products/services that carry information about
Environmental and social parameters relevant to the product, Safe and responsible usage, Recycling and/or safe
disposal.
Required information will be made available in our business responsibility and sustainability report from the financial year
2023 onwards.
3. Number of consumer complaints in respect of the following.
financial year 2021-22 financial year 2020-21
Received during the Pending resolution Received during the Pending resolution
year at end of year year at end of year
Data privacy Nil Nil Nil Nil
Advertising Nil Nil Nil Nil
Cyber-security Nil Nil Nil Nil
Restrictive Trade Practices Nil Nil Nil Nil
Unfair Trade Practices Nil Nil Nil Nil
Others Nil Nil Nil Nil
4. Details of instances of product recalls on account of safety issues.

Details of instances of product recalls on account of safety issues: Number Reasons for recall
Voluntary recalls None None
Forced recalls None None

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy.
Yes, policy is yet to be approved by Board.
6. Details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by
regulatory authorities on safety of products / services.
There were no issues raised on the following topics and hence this question is not applicable to us.

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ANNEXURE - H

CORPORATE OVERVIEW
CORPORATE GOVERNANCE REPORT

I. COMPANY’S PHILOSOPHY ON CORPORATE Corporate governance refers to the manner in which

STATUTORY REPORTS
GOVERNANCE a corporation is governed, directed and managed.
At Amber Enterprises India Limited (‘Company’ / Corporate governance essentially involves balancing
’Amber’), thrust is on ensuring good conduct and interests of all the stakeholders, such as shareholders,
governance by following transparency, fairness, Board of Directors, management team, employees,
integrity, equity and accountability in all dealings with customers, suppliers, bankers, government and the
customers, vendors, employees, regulatory bodies, community. Corporate governance facilitates effective,

FINANCIAL STATEMENTS
investors and community at large. Our Corporate entrepreneurial and prudent management which can
Governance is a reflection of us – our value system, deliver sustainable business results over a long term.
work culture and thought process. Good corporate governance creates a mechanism
of checks and balances to ensure that the decision-
The key focused attributes to achieve good conduct
making powers vested in the executive management
and governance are as under:
are used with care and responsibility to meet
Transparency: It includes informing the Company’s stakeholders’ aspirations and societal expectations.
policies and actions to those towards whom it has
We, at Amber, continuously strive to adopt and
responsibility. This also includes disclosure without
implement the best in class governance practices.
hampering the interests and privacy of the Company
Responsible corporate conduct is integral to the way
and those of its stakeholders.
we do our business. Our actions are governed by our
Fairness: It refers to working towards achieving the values and principles, which are reinforced at all levels
goal and enhancing shareholders’ value without any within the Company and entire group. The Company’s
conflict of interest or any bias. governance framework enjoins the highest standards
Integrity: This is to ensure independent verification of ethical and responsible conduct of business to
and correct presentation of the Company’s financial create value for all stakeholders. We firmly believe, that
position. for our continued success, we will need to adhere to
Equity: It includes treating various stakeholders equally the highest standards of corporate behaviour towards
and providing effective mechanism for redressal. every stakeholder and the society at large. Over the
Accountability: It refers to the obligation and years, we have strengthened our governance practices,
responsibility to give an explanation or reason for the and it is our endeavour to achieve the best in class
Company’s actions and conduct. governance standards, benchmarked globally.

The Company believes that good corporate governance Corporate Governance has always been intrinsic to the
is essential for achieving long-term corporate goals and management of the Business and passion for good
enhancing stakeholder value. Amber is committed to governance ingrained in the organisation. Amber has
conduct its business in compliance with the applicable deeply ingrained the Corporate Governance in its value
laws, rules, regulations and statutes. Amber believes system and is reflection of principles entrenched in our
in building and retaining the trust of its stakeholders values and policies.
by placing special emphasis on formulation and We at Amber strive to adopt and implement robust
compliance of principles of corporate governance. The Board governance processes, internal control systems
governance principles ingrained in the value system and processes, and strong audit mechanisms.
of the entity are based on conscience, openness, Corporate Governance basically involves Company’s
fairness and professionalism, which have built strong Code of Business Conduct, Corporate Governance
foundation of trust and confidence in the market. Guidelines and charters of various subcommittees of
The Company has constructed its vision and business the Board and Company’s Disclosure Policy.
strategy around these principles in such a way that it The Corporate Governance framework of the Company
would help the organisation to continuously improve its is based on the following Broad practices :
position in a fast-changing world. The Company strives a) Engaging a diverse and highly professional,
at doing the “right things” in the “right manner” in the experienced and competent Board of Directors,
interest of multiple stakeholders, which would attract with versatile expertise in industry, finance,
sound financial status, brand value, sustainability and management and law.
reliability.

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ANNEXURE - H (Contd.)

b) Deploying well defined governance structures • Policy on Related Party Transactions;

that establishes checks and balances and • Corporate Social Responsibility Policy;
delegates decision making to appropriate levels
• Policy for Determination of Material Subsidiary
in the organisation.
and Governance of Subsidiaries;
c) Adoption and implementation of fair, transparent
• Policy for Determination of Materiality of Events /
and robust systems, processes, policies and
Information;
procedures.
• Remuneration Policy for Directors, Key Managerial
d) Making high levels of disclosures for dissemination
Personnel and Members of Senior Management
of corporate, financial and operational information
Personnel;
to all its stakeholders.
• Familiarisation Programme for Independent
e) Having strong systems and processes to ensure
Directors;
full and timely compliance with all legal and
regulatory requirements and zero tolerance for • Vigil Mechanism/Whistle Blower Policy;
non-compliance. • Policy for Preservation of Documents;
Over the years at Amber, we have strengthened our • Policy on Diversity of the Board of Directors;
governance practices and it is our endeavor to achieve • Dividend Distribution Policy;
the best governance practices globally. Some of the • Business Responsibility Policy;
best implemented governance norms include the
• Archival Policy; and
following :
The details of the above policies and practices
a) All securities related filings with Stock Exchanges
are available on the Company’s website at www.
and SEBI are reviewed by the Company’s Board.
ambergroupindia.com.
b) The Company has following independent Board
The Company has complied with the governance
Committees: Audit Committee, Nomination
requirements of Securities and Exchange Board of India
and Remuneration Committee, Corporate
(Listing Obligations and Disclosure Requirements)
Social Responsibility Committee, Stakeholders’
Regulations, 2015 (“SEBI (LODR) Regulations”) and
Relationship Committee, Risk Management
hereby presents the Corporate Governance Report for
Committee and Executive Committee.
the financial year ended 31 March 2022.
c) The Company also undergoes secretarial
This Corporate Governance Report outlines the key
audit conducted by an independent Company
aspects of the Company’s governance framework
Secretaries Firm. The Secretarial Audit Report is
and governance practices which are consistent with
placed before the Board and is included in the
the SEBI (LODR) Regulations and other rules and
Annual Report.
regulations.
d) Observance and adherence of the Secretarial
Standards issued by the Institute of Company II. BOARD OF DIRECTORS
Secretaries of India.
Amber is a professionally managed Company
Governance Policies functioning under the overall supervision of the
At Amber we strive to conduct our business and Board. Its Board comprises of the required blend
strengthen our relationships in a manner that is of Independent and Non-Independent Directors,
dignified, distinctive and responsible. We adhere to including an Independent woman Director in line with
ethical standards to ensure integrity, transparency, the provisions of the Companies Act, 2013 (“the Act”)
independence and accountability in dealing with all and the SEBI (LODR) Regulations as amended from
stakeholders. Therefore, we have adopted various time to time.
codes and policies to carry out our duties in an ethical The Board is made up of eminent and qualified persons
manner. Some of these codes and policies are : who ensure that the long standing culture of maintaining
• Code of Conduct for Board of Directors and Senior high standards of Corporate Governance is further
Management Personnel; nurtured. The Board sets out the overall corporate
objectives and provides direction and independence
• Code of conduct for insider trading and fair
to the Management to achieve these objectives for
disclosure of unpublished price sensitive
value creation through sustainable profitable growth.
information;
The Board seeks accountability of the Management

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ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
in creating long term sustainable growth for ensuring no material financial and commercial transactions
fulfilment of stakeholders’ aspirations. It also sets between them and the Company which could have
out standards of corporate behaviour and ensures potential conflict of interest with the Company at large.
compliance with laws and regulations impacting the

STATUTORY REPORTS
A. Composition of the Board
Company’s business.
The Company has a balanced and diverse Board. The
The Board has an optimum combination of Executive
Company’s Board has an optimum mix of Executive and
and Non - Executive Directors. As on 31 March 2022,
Non-Executive Directors, to maintain independence
the Board comprises of 6 Directors, of which, 2
and separate the functions of governance and
Directors are Executive, 1 is Non- Executive Nominee
management. The composition of the Board is in
Director and 3 are Non – Executive Independent

FINANCIAL STATEMENTS
conformity with Regulation 17 of the SEBI (LODR)
Directors including one woman Director.
Regulations read with Section 149 of the Companies
Mr. Jasbir Singh is the Executive Chairman of the Act, 2013 (the ‘Act’).
Company, though a Professional Director in his
The Board of the Company comprises of six Directors
individual capacity, is a Promoter and the number of
as on 31 March 2022. The name and categories
Non-Executive and Independent Directors are more
of Directors, DIN, the number of Directorships and
than one half of the total number of Directors.
Committee positions held by them in the companies
Mr. Jasbir Singh, Chairman and Chief Executive are given below. None of the Director is a Director in
Officer and Mr. Daljit Singh, Managing Director are the more than 10 public limited companies (as specified
Promoter Directors of the Company. The remaining in section 165 of the Act) or acts as an Independent
Non-Executive Directors, comprising of three Director in more than 7 listed companies or 3 listed
Independent Directors including a Woman Director and companies in case he/she serves as a Whole-
one Nominee Director as at 31 March 2022 are highly Time Director in any listed Company (as specified in
renowned professionals drawn from diverse fields, Regulation 25 of the SEBI (LODR) Regulations).
possess the requisite qualifications and experience
Further, none of the Directors on the Board is a Member
which enable them to contribute to the Company’s
of more than 10 Committees and Chairman of more
growth and enhance the quality of Board’s decision
than 5 Committees (as specified in Regulation 26 of
making process.
the SEBI (LODR) Regulations), across all the Indian
The maximum tenure of Independent Directors are in public limited companies in which he/she is a Director.
compliance with the Act and SEBI (LODR) Regulations.
Furthermore, no Independent Director of the Company
All the Independent Directors have confirmed that they
who is a Whole-Time Director in another listed
meet the criteria as mentioned in Regulation 16(1)(b)
Company is serving as an Independent Director in
of the SEBI (LODR) Regulations and Section 149(6) of
more than 3 listed companies.
the Act.
Mr. Jasbir Singh, Chairman of the Company presides
Apart from reimbursement of expenses incurred in
over the meetings of the Board and of the shareholders
the discharge of their duties, the remuneration that
of the Company. He leads the Board and ensures
these Directors were entitled to under the Act as
effective communication among the Directors. He
Non-Executive Directors and the remuneration that a
is responsible for administering all matters relating
Non-Executive Director may receive for professional
to corporate governance. He ensures effectiveness
services rendered to the Company through a firm in
of the Board and its Committees and evaluates the
which he is a partner, none of these Directors have
performance of individual directors in fulfilling their
any other pecuniary relationships with the Company,
roles and responsibilities.
its Subsidiaries or Associates or their Promoters
or Directors, during the two immediately preceding The Executive Directors assume overall responsibility
financial years or during the current financial year. for strategic management of business and corporate
functions including oversight of governance processes
Professional fees for the year under review to M/s.
and ensuring Top Management effectiveness. They
Vaish Associates & Advocates, in which Mr. Satwinder
act as a link between the Board and the Management
Singh, Non-Executive and Independent Director is a
of the Company and are responsible in managing
partner, amounted to ` 20.93 Lakh (including out of
and reviewing the roles and responsibilities of other
pocket expenses) which is less than threshold limit.
executive officials including the Group Chief Financial
The Senior Management of the Company have made Officer, Company Secretary and Heads of various
disclosures to the Board confirming that there are business segments.

93
ANNEXURE - H (Contd.)

The Non-Executive Directors/Independent Directors and general business management. The Company has
play a critical role in providing balance to the Board established systems and procedures to ensure that the
processes with their independent judgment on issues Board of Directors are well informed and well equipped
involving strategy, performance, resources, and overall to fulfil their overall responsibilities and to provide
governance, besides providing the Board with valuable management with strategic direction needed to create
inputs based on their professional expertise. long term shareholder value.
The Company’s Board comprises eminent professionals The composition of the Board of Directors and the
having sound knowledge and relevant expertise in the number of directorships and committee positions held
areas of finance, legal, technology, human resources by them as on 31 March 2022 are as under:

Directors Category DIN Total Number of Directorships, Committee

Chairmanships and Memberships of public
limited companies* as on 31 March 2022
Directorship$ Committee Committee
Chairmanships+ Memberships+
EXECUTIVE
Mr. Jasbir Singh – Chairman and Promoter 00259632 1 - 1
Chief Executive Officer
Mr. Daljit Singh, Managing Director Promoter 02023964 1 - 1
NON-EXECUTIVE
Mr. Manoj Kumar Sehrawat Nominee 02224299 2 - 1
Director
Dr. Girish Kumar Ahuja Independent 00446339 4 3 5
Ms. Sudha Pillai Independent 02263950 5 2 5
Mr. Satwinder Singh Independent 00164903 1 1 2

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

Memberships in other Boards

Executive Directors may, with the prior consent of the Board, serve on the Board of two other listed companies, provided
that such listed companies are not in direct competition with our operations and the appointment shall be subject to the
restrictions laid down under the SEBI (LODR) Regulations.
Independent directors are not expected to serve on the Boards of competing companies. There are no other limitations
except those imposed by law and good Corporate Governance practices.
The details of directorships held in listed companies alongwith category of Directorship, as on 31 March 2022 are as
follows :
Name of Director Age Name of the Company Category of Directorship
Mr. Jasbir Singh 46 Amber Enterprises India Limited Executive Director
Mr. Daljit Singh 43 Amber Enterprises India Limited Managing Director
Mr. Manoj Kumar Sehrawat 49 Amber Enterprises India Limited Nominee Director
UGRO Capital Limited Nominee Director
Dr. Girish Kumar Ahuja 75 Amber Enterprises India Limited Independent Director
Ruchi Soya Industries Limited Independent Director
Unitech Limited Nominee Director
Devyani International Limited Independent Director

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ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
Name of Director Age Name of the Company Category of Directorship
Ms. Sudha Pillai 71 Jubilant Pharmova Limited Independent Director
Amber Enterprises India Limited Independent Director

STATUTORY REPORTS
Dalmia Bharat Limited Independent Director
Jubilant Ingrevia Limited Independent Director
Indian Energy Exchange Limited Independent Director
Mr. Satwinder Singh 57 Amber Enterprises India Limited Independent Director

Notes : There are no inter-se relationships between our Board Members. The Company doesn’t have any pecuniary

FINANCIAL STATEMENTS
relationship with any of the non-executive directors.

B. Independent Directors Singh that they meet the criteria of independence as

The Independent Directors of the Company are prescribed both under sub-section (6) of Section 149
individuals of eminence & repute in their respective of the Act and under the SEBI (LODR) Regulations.
fields and help in bringing an independent judgment They have further affirmed that they are not debarred
to bear on the Board’s deliberations, especially on from holding the office of an Independent Director by
issues of strategy, performance, risk management, virtue of any SEBI order or any other such authority. The
resources, key appointments, Corporate Governance Company has received necessary declarations from Dr.
and standards of conduct. In accordance with the Girish Kumar Ahuja, Ms. Sudha Pillai and Mr. Satwinder
criteria set for selection of Independent Directors and Singh that they fulfill the conditions specified in the Act
for determining their independence, the Board, inter- and rules made thereunder and are independent of the
alia, considers the qualifications, positive attributes, management.
area(s) of expertise and Directorships / Committee Independent Directors Databank Registration
memberships held by these individuals in other
Pursuant to a notification dated 22 October 2019 issued
companies. The Board takes appropriate decisions in
by the Ministry of Corporate Affairs, all Independent
appointment of the Independent Directors.
directors of the Company have completed the
A statement, in connection with fulfilling the criteria of registration with the Independent Directors Databank.
Independence and directorships as per the requirement Requisite confirmations have been received from the
of the provisions of the Act and Regulation 25 of SEBI Independent directors in this regard.
(LODR) Regulations received from each of Independent
Directors, is disclosed in the Board’s Report. The C. Key Board qualifications, expertise and attributes
Company had also issued formal appointment letters The Board of the Company comprises qualified
to all the Independent Directors in the manner provided Members who bring in the required skills, competence
under the Act. Terms and Conditions for appointment and expertise that allow them to make effective
of Independent Directors are available on the website contributions to the Board and its Committees.
of the Company at www.ambergroupindia.com. The Company inducts distinguished individuals with
Dr. Girish Kumar Ahuja (DIN 00446339), Ms. Sudha expertise in diverse fields, as Directors on the Board.
Pillai (DIN: 02263950) and Mr. Satwinder Singh Members with high level of integrity, appropriate
(DIN: 00164903), were re-appointed as Independent qualification, skills and expertise, and with the ability to
Directors of the Company for second term for a period contribute to the growth of the Company are brought
of five years with effect from 20 September 2019 to on Board. The Board Members are committed to
19 September 2024 by members of the Company at ensuring that the Company Board is in compliance
Annual General Meeting held on 23 August 2019. with the highest standards of Corporate Governance.
The Company has also received declarations from Dr. The table below summarises the key qualifications,
Girish Kumar Ahuja, Ms. Sudha Pillai and Mr. Satwinder skills, and attributes which are taken into consideration
while nominating candidates to serve on the Board.

95
ANNEXURE - H (Contd.)

Definitions of Director qualifications

Strategy & Business Planning Comprehend the socio-economic, political, legal, regulatory and competitive
environment in which the Company is operating and provide insights to identify
opportunities and threats for the Company’s businesses.
Financial, Income Tax and GST Leadership of a financial firm or management of the finance function of an enterprise,
resulting in proficiency in complex financial management, capital allocation and
financial reporting processes, or experience in actively supervising a principal financial
officer, principal accounting officer, controller, public accountant, auditor or person
performing similar functions.
Gender, ethnic, national, or other Representation of gender, ethnic, geographic, cultural, or other perspectives that
diversity expand the Board’s understanding of the needs and viewpoints of our customers,
partners, employees, governments and other stakeholders worldwide.
Business Experience Experience in driving business success in markets around the world, with an
understanding of diverse business environments, economic conditions, cultures, and
regulatory frameworks and a broad perspective on global market opportunities.
Leadership Extended leadership experience for a significant enterprise, resulting in a practical
understanding of organisations, processes, strategic planning, and risk management.
Demonstrated strengths in developing talent, planning succession, and driving change
and long-term growth.
Technology A significant background in technology, resulting in knowledge of how to anticipate
technological trends, generate disruptive innovation, and extend or create new business
models.
Mergers and acquisitions A history of leading growth through acquisitions and other business combinations,
with the ability to assess ‘build or buy’ decisions, analyze the fit of a target with
the Company’s strategy and culture, accurately value transactions, and evaluate
operational integration plans.
Board service and Governance Service on a public Company Board to develop insights about maintaining Board
and management accountability, protecting shareholder interests, and observing
appropriate governance practices.
Sales and marketing Experience in developing strategies to grow sales and market share, build brand
awareness and equity and enhance enterprise reputation.
Human Capital Support management to develop policies and identity and retain the best talent;
to develop people at all levels and make them future-ready; and to institutionalise
succession planning for critical positions.
Governance and Policy Monitor and guide statutory and regulatory compliance and contribute towards setting
Development alongwith and upholding the highest standards of ethics, integrity and organisational conduct.
Identification of Risk Understand the key risks impacting the Company’s businesses and contribute towards
development of systems and controls for risk mitigation.
Stakeholder Value Creation Enable shareholder value creation while ensuring interventions that create a positive
and sustainable impact on society.
All these skills are available with the Board.

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 ANNEXURE - H (Contd.)

In the table below, the specific areas of focus or expertise of individual Board Members have been highlighted. However, the absence of a mark against a member’s name does not
necessarily mean the member does not possess the corresponding qualification or skill.

Director Key Board Qualifications

Area of expertise
Strategy Business Financial, Gender, Leadership Technology/ Mergers Board Sales and Identification Identification Policy
and Experience Income ethnic, Digital and service and marketing of Challenges of Risk Development
Planning Tax and national, skills/R&D acquisitions governance and providing
GST or other solutions
diversity
Mr. Jasbir Singh √ √ √ √ √ √ √ √ √ √ √ √
Mr. Daljit Singh √ √ √ √ √ √ √ √ √ √ √ √
Mr. Manoj Kumar √ - √ √ √ - √ √ - √ √ -
Sehrawat
Dr. Girish Kumar - - √ √ √ - √ √ - √ √ -
Ahuja
Ms. Sudha Pillai - - √ √ √ - - √ - √ √ -
Mr. Satwinder Singh - - √ √ √ - √ √ - - -

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ANNUAL REPORT 2021-22
AMBER ENTERPRISES INDIA LIMITED

FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW

ANNEXURE - H (Contd.)

Areas will be reviewed timely by the Board to ensure auditor, secretarial auditor, internal auditor);
that the composition of skills on the Board remains • Information on recruitment and remuneration of
aligned with Company’s stage of development and senior officers just below the Board level, including
strategic direction. appointment or removal of Chief Financial Officer
Selection of new directors and the Company Secretary;

The Board is responsible for the selection of new • Show cause, demand, prosecution notices and
Directors. penalty notices, which are materially important;

The Board delegates the screening and selection • Fatal or serious accidents, dangerous occurrences,
process to the Nomination and Remuneration any material effluent or pollution problems;
Committee, which consists of Independent Directors • Any material default in financial obligations to and
and Non-Executive Directors. The Committee, based by the Company or substantial non-payment for
on defined criteria, makes recommendations. goods sold by the Company;

D. Role of the Board of Directors, Board Procedure and • Any issue, which involves possible public or
Information Flow to the Board Members product liability claims of substantial nature,
including any judgment or order which may have
The primary role of the Board is that of trusteeship
passed strictures on the conduct of the Company
to protect and enhance shareholders’ value through
or taken an adverse view regarding another
strategic direction to the Company. The Board critically
enterprise that can have negative implications on
evaluates Company’s strategic direction, management
the Company;
policies and their effectiveness. Agenda for the Board
includes strategic review from each of the Board • Details of any joint venture or collaboration
Committees, a detailed analysis and review of annual agreements;
strategic and operating plans and capital allocate on • Transactions that involve substantial payment
and budgets. towards goodwill, brand equity or intellectual
property;
Frequency of meetings and information supplied
• Significant labour problems and their proposed
A well-defined system of convening at least 4 pre-
solutions. Any significant development in human
scheduled Board meetings annually is currently in
resources/ industrial relations front, like signing
place in the Company. However, additional Board
of wage agreement, implementation of voluntary
meetings are convened, from time to time, as per
retirement scheme etc.;
specific requirements by giving appropriate notice.
Wherever it is not possible to convene a Board meeting, • Sale of investments, Subsidiaries, assets which
resolutions are passed by circulation in order to meet are material in nature and not in the normal
the business exigencies. course of business;

The Board is given presentations covering various • Quarterly details of foreign exchange exposures
aspects of business, major Subsidiaries, global and the steps taken by management to limit the
and domestic business environment, safety and risks of adverse exchange rate movement, if
environment related matters, strategy and risk material;
management practices. • Non-compliance of any regulatory, statutory or
In addition to regular business items, the following listing requirements and shareholders’ services
information is regularly placed before the Board : such as non-payment of dividend, delay in share
transfer etc.
• Annual operating plans and budgets and any
updates; • Reports (including consolidated reports) of
Trading by designated persons and other details
• Capital budgets and any updates;
as per SEBI (Prohibition of Insider Trading)
• Quarterly results of the Company and its operating Regulations, 2015, along with trading plan as
divisions or business segments; submitted by Designated Persons.
• Minutes of meetings of Audit Committee and
Information supplied for Board/Committee meetings
other Committees of the Board of Directors;
The agenda and corresponding notes to agenda for
• Minutes of Board meetings of subsidiaries;
all Board and Committee meetings are circulated
• Action Taken reports on suggestion made by to Directors in advance in a defined format. All
various Committees and Auditors (Including cost

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ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
material information is incorporated in the agenda conferencing to enable them to participate effectively
for facilitating meaningful and focused discussions in the meeting(s), as and when required. Inputs and
at the meetings. Where it is not practicable to attach feedback of Board Members are taken and considered
any document to the agenda, it is tabled before the while preparation of agenda and documents for the

STATUTORY REPORTS
meeting. The quantum and quality of information Board meeting.
supplied by the management to the Board goes well To enable the Board to discharge its responsibilities
beyond the minimum requirements stipulated under effectively and to take informed decisions, the
the Act, Secretarial Standards on meetings of the Executive Chairman apprises the Board at every
Board of Directors issued by The Institute of Company meeting of the overall performance of the Company.
Secretaries of India and the SEBI (LODR) Regulations. A detailed functional Report is also presented at the

FINANCIAL STATEMENTS
Minutes of Board/Committee meetings Board meeting(s).

Minutes of proceedings of each Board and Committee E. Number of Board meetings, Attendance of the
meetings are recorded and draft minutes are circulated Directors at meetings of the Board and at the Annual
to Board/Committee Members for their confirmation General Meeting
within 15 days from the date of meeting. The inputs, We decide about the Board meeting dates in
if any, of the Board and Committee Members are duly consultation with the Members of Board, Audit,
incorporated in the minutes after which these are Stakeholder Relationship, Nomination and
entered in the minute book within 30 days from the Remuneration Committee and all our Directors, based
date of meeting. on the practices of earlier years. Once approved by the
Information is provided to the Board Members on a Board, Audit, Stakeholder Relationship, Nomination
continuous basis for their review, inputs and approval and Remuneration Committee, the schedule of the
from time to time. More specifically, we present our Board meeting and Board Committee meetings are
annual Strategic and Operating Plans of our business communicated in advance to the Directors to enable
to the Board for their review, inputs and approval. them to attend the meetings. In addition, every financial
Likewise, our quarterly financial statements and year, Independent Directors meet amongst themselves
annual financial statements are first presented to the exclusively.
Audit Committee and subsequently to the Board for During the financial year i.e. 1 April 2021 to 31 March
their approval by Chief Financial Officer (CFO). 2022, Five Board meetings were held on the following
In addition, specific cases of acquisitions, important dates – 19 April 2021, 22 May 2021, 7 August 2021, 30
managerial decisions, material positive/negative October 2021, and 29 January 2022.
developments and statutory matters are presented to The Board met at least once in every Calendar Quarter
the respective Committees of the Board and later with and the gap between two meetings did not exceed one
the recommendation of such Committees to the Board hundred and twenty days. These meetings were well
for its approval. attended by the Directors.
A detailed agenda, setting out the business to be The necessary quorum was present for all the
transacted at the meeting(s), supported by detailed meetings.
notes and presentations, if any, is sent to each
The 31st AGM of the Company was held on 9
Director at least seven days before the date of the
September 2021.
Board meeting(s) and of the Committee meeting(s).
The Directors are also provided the facility of video Details of attendance of Directors at the Board meetings
during the financial year 2021 - 22 are provided below :

Name Designation Number of Board Attendance at the

meetings attended previous AGM
Executive Directors
Mr. Jasbir Singh Chairman and Chief Executive 5 Yes
Director
Mr. Daljit Singh Managing Director 5 Yes
Non- Executive Nominee Director
Mr. Manoj Kumar Sehrawat Nominee Director 5 Yes
Independent Directors
Dr. Girish Kumar Ahuja Independent Director 5 Yes

99
ANNEXURE - H (Contd.)

Name Designation Number of Board Attendance at the

meetings attended previous AGM
Ms. Sudha Pillai Independent Director 5 Yes
Mr. Satwinder Singh Independent Director 5 Yes
None of the Non-Executive (including Independent) Directors hold any shares (as own or on behalf of any other person
on beneficial basis) in the Company as on 31 March 2022.
F. Meetings of Independent Directors from Dr. Girish Kumar Ahuja, Ms. Sudha Pillai and
The Independent Directors of the Company meet Mr. Satwinder Singh that they fulfills the conditions
without the presence of the Executive Chairman, specified in the Act and rules made thereunder and are
Managing Director, other Non-Independent Director(s) independent of the management.
or any other Management Personnel. Mr. Satwinder Singh (DIN: 00164903), Independent
Meeting was conducted in an informal and flexible Director of the Company has resigned from the Board
manner to enable the Independent Directors to, of Directors w.e.f. 13 May 2022 at closing business
inter alia, discuss matters pertaining to review of hours, due to his engagement in other professional
performance of Non-Independent Directors and the activities and there is no other material reason for
Board as a whole, review the performance of the resignation.
Chairman of the Company (taking into account the In order to promote good governance, the Company
views of the Executive and Non-Executive Directors), was required to have diversified Board which brings
assess the quality, quantity and timeliness of flow of experience and provides their valuable contribution
information between the Company Management and towards the growth of the Company. Therefore, to
the Board that is necessary for the Board to effectively strengthen the existing Board, Mr. Arvind Uppal was
and reasonably perform their duties. appointed as an Additional Director on the Board in
Meeting of Independent Director was held on 21 the capacity of Non- Executive & Independent Director
December 2021 and the meeting was well attended by w.e.f 13 May 2022 for a period of 2 consecutive years.
the Independent Directors. Mr. Arvind Uppal has over thirty-one years in the
consumer industry with extensive board experience.
G. Director(s) seeking Appointment/Re-appointment
He held key positions in top management, general
Pursuant to the provisions of the Act and Articles of management and marketing across the geographies of
Association of the Company, two-third Directors on Asia pacific and Europe. Strategic thinker with a proven
the Board of the Company (other than Independent track record of having turned around businesses.
Directors) shall retire from office at the completion of Recognised as a game changer, having received
the AGM. several accolades during his leadership roles with an
Accordingly, Mr. Jasbir Singh is liable to retire by inherent passion to nurture and mentor startups.
rotation at the ensuing AGM and being eligible for re- A certificate from M/s. Amit Chaturvedi & Associates,
appointment, offers himself for re-appointment. a practicing Company Secretary has been procured
Dr. Girish Kumar Ahuja (DIN 00446339), Ms. Sudha that none of the Directors on the Board of the Company
Pillai (DIN: 02263950) and Mr. Satwinder Singh have been debarred or disqualified from being
(DIN: 00164903), were re-appointed as Independent appointed or continuing as directors of companies by
Directors of the Company for a second term for the the Board/Ministry of Corporate Affairs or any such
period of five years with effect from 20 September statutory authority and forms part of this report.
2019 to 19 September 2024.
H. Codes of Conduct
The Company has also received declarations from Dr.
The Company has laid down a comprehensive Code of
Girish Kumar Ahuja, Ms. Sudha Pillai and Mr. Satwinder
Conduct (‘Code’) for the Board and senior management
Singh that they meet the criteria of independence as
personnel of the Company.
prescribed both under sub-section (6) of Section 149
of the Act and under the SEBI (LODR) Regulations. The Company has received affirmations from Board
They have further affirmed that they are not debarred Members as well as senior management confirming
from holding the office of an Independent Director by their compliance with the said Code for financial
virtue of any SEBI order or any other such Authority. year 2021 - 22. An annual declaration signed by the
The Company has received necessary declarations Chairman and Chief Executive Officer to this effect
forms part of this Report.

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ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
The Code is available on the website of the Company at K. Familiarisation Programme for Independent Directors
the following link: http://www.ambergroupindia.com/ The Company regularly provides orientation and
code-and-policies. business overview to its Directors by way of detailed

STATUTORY REPORTS
I. CEO/CFO Certification presentations by the various business & functional
heads at Board meetings and through other interactive
The Chairman and CEO, Managing Director and
programs. Such meetings/programs include briefings
the Chief Financial Officer (“CFO”) of the Company
on the culture, values, business model, domestic
furnishes a certificate on quarterly and annual basis
and global business of the Company, the roles and
on financial statements of the Company in terms of
responsibilities of Directors and senior executives.
Regulation 33(2)(a) and Regulation 17(8) respectively
Besides these, the Directors are regularly updated about

FINANCIAL STATEMENTS
of the SEBI (LODR) Regulations.
Company’s new projects, R&D initiatives, changes in
In terms of Regulation 17(8) of the SEBI (LODR) regulatory environment and strategic direction.
Regulations, the certificate duly signed by the
The Board Members are also provided relevant
Chairman and CEO and the CFO of the Company was
documents, reports and internal policies to facilitate
placed before the Board at its meeting held on 13 May
familiarisation with the Company’s procedures and
2022 and is annexed to this report.
practices, from time to time. The details of Company’s
J. Board Evaluation familiarisation programs for Directors are posted on
During the financial year under review and based on the Company’s website, www.ambergroupindia.com
the recommendation of Nomination and Remuneration and can be viewed at the following link: http://www.
Committee (“NRC”), the process of seeking responses ambergroupindia.com/code-and-policies.
from Board, Committees, Executive and Non-Executive L. Board support and role of Company Secretary in
Directors as well as questionnaires were further governance process
strengthened in alignment with the Guidance Note on
The Company Secretary plays a pivotal role in ensuring
Board Evaluation issued by Securities and Exchange
that the Board procedures are followed and regularly
Board of India, vide its Circular dated 5 January 2017.
reviewed, investors’ queries are handled promptly
Pursuant to the provisions of the Act and the SEBI and reports to the Board about compliance with the
(LODR) Regulations, the Board has carried out an applicable statutory requirements and laws.
annual evaluation of its own performance and that
The process for the Board and Committee meetings
of its Committees as well as performance of all the
provides an effective post meeting follow-up, review
Directors individually. Feedback was sought by way of
and reporting of decisions taken by the Board and
a structured questionnaire covering various aspects
Committee Members at their respective meetings.
of the Board’s functioning such as adequacy of the
Important decisions taken at Board and Committee
composition of the Board and its Committees, Board
meetings are communicated promptly to the
Culture, Execution and Performance of Specific Duties,
concerned departments/HoDs. Action taken reports
Obligations and Governance and the evaluation was
(“ATRs”) on decisions taken or recommendations
carried out based on responses received from the
made by the Board/ Committee Members at the
Directors.
previous meeting(s) are circulated at the next meeting.
A separate exercise was carried out by the NRC of the
Ms. Konica Yadav is the Company Secretary and
Board to self-evaluate the performance of NRC.
Compliance Officer of the Company.
The performance evaluation of the Non-Independent
Directors and the Board as a whole was carried out by II. REMUNERATION TO DIRECTORS
the Independent Directors. The performance evaluation
The remuneration of the Directors is decided by the
of the Executive Chairman of the Company was also
Board on the recommendation of Nomination and
carried out by the Independent Directors, taking into
Remuneration Committee which takes into account
account the views of the Executive Director and Non-
the Company’s size, global presence, its economic
Executive Directors. The Independent Directors also
and financial position, compensation paid by peer
carried out performance evaluation of the Chairman
companies, the qualification of the appointee(s), his/
and Chief Executive Officer and Managing Director of
their experience, past performance and other relevant
the Company.
factors.
The Directors expressed their satisfaction with the
As required by the provisions of Regulation 46 of the
evaluation process.

101
ANNEXURE - H (Contd.)

SEBI (LODR) Regulations, the criteria for payment to ` 226.80 Lakh per annum plus commission, subject
Independent Directors/Non-Independent Directors is to the condition that overall remuneration (including
made available on the investor page of the Company’s commission) shall not exceed ` 5 Crore or 5% of net
website, www.ambergroupindia.com. profit of the Company, whichever is less, payable for
the financial year in which adequate profit is earned,
Details of Remuneration to Executive Directors as at
with effect from 1 April 2021
31 March 2022:
The Board at its meeting held on 25 August 2017, The remuneration of Mr. Daljit Singh (DIN : 02023964),
designated and appointed Mr. Jasbir Singh, who Managing Director of the Company increased from
was holding the position of Managing Director, as ` 144.00 Lakh per annum to ` 201.60 Lakh per annum
Chairman and Chief Executive Officer of the Company plus commission, subject to the condition that overall
and appointed Mr. Daljit Singh who was holding the remuneration (including commission) shall not exceed
position of Executive Director, as Managing Director of ` 5 Crore or 5% of net profit of the Company, whichever
the Company for a period of five years with effect from is less, payable for the financial year in which adequate
25 August 2017. profit is earned, with effect from 1 April 2021.

The detail of remuneration paid to the Executive Company has paid ` 50 Lakh each as a commission
Directors for the year 31 March 2022 is as follows: to Executive Directors for the year ended 31 March
(Amount in Lakh) 2022, the above commission is within the ceiling of
Name of Director Designation Salary 5% of the net profits of the Company as computed
Mr. Jasbir Singh Chairman and Chief ` 226.80 under the applicable provisions of the Act. The said
Executive Officer commission was approved by the Board of Directors,
Mr. Daljit Singh Managing Director ` 201.60 on the recommendation of the Nomination and
The elements of remuneration package of Executive Remuneration Committee and distributed amongst
Directors includes salary, lifetime medical benefits, Executive Directors.
allowed perquisites in terms of the Company’s policy
Details of Remuneration to Non-Executive
which shall include but not limited to, contribution to
Independent Directors as at 31 March 2022:
provident fund, superannuation fund or annuity fund
All Independent Directors comply with the criteria of
to the extent these either singly or put together are
Independence as given in the Act and the SEBI (LODR)
not taxable under the Income –tax act, 1961; gratuity
Regulations and give a certificate on the meeting of
payable at a rate not exceeding half a month’s salary
the Independence Criteria as mentioned in the SEBI
for each completed year of service and encashment of
Legislations.
leave at the end of the tenure, etc.
At present, Independent Directors are paid sitting fees
Further, Mr. Jasbir Singh and Mr. Daljit Singh also
of ` 0.75 Lakh for each Board meeting and ` 0.50 Lakh
drawing remunerations from its wholly owned
for each Committee meetings. During the year, there
subsidiary i.e. PICL (India) Private Limited. The details
was no pecuniary relationship or transactions between
are given herein below:
the Company and any of its Independent Directors
(Amount in Lakh) apart from sitting fees & reimbursement of expenses,
Name of Director Designation Salary
otherwise stated in this Annual Report.
Mr. Daljit Singh Managing Director ` 40.20
Mr. Jasbir Singh Director Company has paid ` 10 Lakh as a commission to Non-
` 30.00
Executive Independent Directors for the financial year
Further, the Board in its meeting held on 19 April ended 31 March 2022, the above commission is within
2021 on the recommendation of Nomination and the ceiling of 1 percent of the net profits of the Company
Remuneration Committee, increased the remuneration as computed under the applicable provisions of the Act.
of Executive Directors i.e. Mr. Jasbir Singh (DIN : The said commission was approved by the Board of
00259632), Chairman and Chief Executive Officer of Directors, on the recommendation of the Nomination
the Company and Mr. Daljit Singh (DIN : 02023964), and Remuneration Committee and distributed
Managing Director of the Company. The details are amongst Non-Executive Independent Directors based
given herein below: on the Board evaluation process, considering criteria
The remuneration of Mr. Jasbir Singh (DIN : 00259632), such as their attendance and contribution at the Board
Chairman and Chief Executive Officer of the Company and Committee meetings, as well as the time spent on
increased from ` 162.00 Lakh per annum to operational matters other than at meetings.

102
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ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
III. RISK MANAGEMENT the Board, as a part of good governance practice. The
Risks are events, situations or circumstances which Board supervises the execution of its responsibilities
may lead to negative consequences on the Company’s by the Committees and is responsible for their action.
The Chairman of the respective Committees informs

STATUTORY REPORTS
businesses. Risk management is a structured approach
to manage uncertainty. A formal enterprise wide the Board about the summary of the discussions
approach to Risk management is being adopted by the held in the Committee Meetings. The minutes of the
Company and key risks will now be managed within a meetings of all Committees are placed before the
unitary framework. As a formal roll-out, all business Board for review.
divisions and corporate functions will embrace Risk A. Audit Committee
Management Policy and Guidelines, and make use

FINANCIAL STATEMENTS
The primary objective of the Audit Committee is to act
of these in their decision making. Key business risks
as a catalyst in helping the Company to achieve its
and their mitigation are considered in the annual/
objectives by overseeing the Integrity of the Company’s
strategic business plans and in periodic management
Financial Statements; Adequacy & reliability of
reviews. The risk management process in our multi-
the Internal Control Systems of the Company;
business, multi-site operations, over the period of time
Compliance with legal & regulatory requirements and
will become embedded into the Company’s business
the Company’s Code of Conduct; Performance of the
systems and processes, such that our responses to
Company’s Statutory & Internal Auditors.
risks remain current and dynamic.
Audit Committee monitors and provides an effective
With the aim of enhancing shareholders’ value and
supervision of the financial reporting process of the
providing an optimum risk-reward tradeoff, the
Company with a view to ensure accurate and timely
Management has put in place adequate & effective
disclosures with the highest level of transparency,
system and man power for the purposes of risk
integrity and quality.
management.
The powers, role and terms of reference of the Audit
The risk management approach is based on a
Committee are in line with the provisions of Section
clear understanding of the variety of risks that the
177 of the Act and Regulation 18 read with Part C of
organisation faces, disciplined risk monitoring, risk
Schedule II of SEBI (LODR) Regulations. The Audit
measurement, continuous risk assessment and
Committee discharges such duties and functions as
mitigation measures.
generally indicated under Regulation 18 read with Part
The Company has a well-defined risk management C of Schedule II of SEBI (LODR) Regulations, prescribed
framework in place. The risk management framework under the Act and such other functions as may be
works at various levels across the enterprise. These specifically assigned to it by the Board from time to
levels form the strategic defence cover of the time.
Company’s risk management. The Company has a
The Chairman of the Audit Committee was present at
robust Organisational structure for managing and
the last Annual General Meeting held on 9 September
reporting on risks. Risk management process has
2021.
been established across the Company and is designed
to identify, assess and frame a response to threats that *The Board at its meeting held on 13 May 2022
affect the achievement of its objectives. demerged its Audit and Risk Management Committee
into two separate committees namely Audit Committee
Further, it is embedded across all the major functions
and Risk Management Committee.
and revolves around the goals and objectives of the
organisation. Hence, the terms of reference has mentioned w.r.t
Audit Committee herein below :
IV. COMMITTEES OF THE BOARD Composition, Meetings and Attendance during the
The Board Committees play a crucial role in the Year
governance structure of the Company and have been As on 31 March 2022, Audit Committee comprises of 3
constituted to deal with specific areas / activities Independent Directors and 1 Executive Director viz. Dr.
which concern the Company and need a closer review. Girish Kumar Ahuja (Chairman of the Committee), Ms.
The Board Committees are set up under the formal Sudha Pillai, Mr. Satwinder Singh and Mr. Jasbir Singh
approval of the Board to carry out clearly defined roles as on date. The Chairman of the Audit Committee is an
which are considered to be performed by members of Independent Director.

103
ANNEXURE - H (Contd.)

The Company Secretary and Compliance Officer of the iii) Major accounting entries involving estimates
Company is the Secretary to the Audit Committee. based on the exercise of judgment by
Dr. Girish Ahuja, Chairman of the Committee has management;
accounting and financial management expertise. All iv) Significant adjustments made in the financial
the Committee members possess sound knowledge of statements arising out of audit findings;
accounts, finance, audit, governance and legal matters. v) Compliance with listing and other legal
Senior officials from the Accounts /Finance Department requirements relating to financial statements;
and representatives of Statutory and Internal Auditors
vi) Disclosure of any related party transactions;
are also invited to attend Audit Committee meetings.
vii) Qualifications and modified opinions in the
The terms of reference of this Committee are very
draft audit report;
wide and are in line with the regulatory requirements
mandated by the Act and Part C of Schedule II of the viii) Compliance with accounting standards;
SEBI (LODR) Regulations. ix) Contingent liabilities;
The Audit Committee has the following terms of x) Claims against the Company and their
reference : effect on the financial statements; the term
a. Overseeing our Company’s financial reporting “financial statement” shall have the meaning
process and disclosure of its financial information ascribed to such term under Section 2(40) of
to ensure that the financial statement is correct, the Companies Act, 2013;
sufficient and credible; g. Reviewing with the management, the quarterly,
b. Reviewing and recommending for approval to the half-yearly and annual financial statements
Board: before submission to the Board for approval;

• Proposals on borrowings and proposals on h. Laying down the criteria for granting omnibus
non-fund based facilities from banks approval in line with the Company’s policy on
related party transactions and such approval shall
• Business plan
be applicable in respect of transactions which are
• Corporate annual budget and revised repetitive in nature;
estimates;
i. Scrutiny of inter-corporate loans and investments;
c. Recommending to the Board, the appointment,
j. Valuation of undertakings or assets of our
re-appointment, and replacement, remuneration,
Company, wherever it is necessary;
and terms of appointment of the internal auditor,
cost auditor and statutory auditor and the fixation k. Evaluation of internal financial controls and risk
of audit fee; management systems;

d. Review and monitor the auditor’s independence l. Approval or any subsequent modification of
and performance and the effectiveness of audit transactions of our Company with related parties,
process; provided that the audit committee may make
omnibus approval for related party transactions
e. Approval of payments to the statutory, internal
proposed to be entered into by the Company
and cost auditors for any other services rendered
subject to such conditions as may be prescribed;
by statutory auditors;
m. Reviewing with the management, the statement
f. Reviewing with the management, the annual
of uses/application of funds raised through an
financial statements and auditor’s report thereon
issue (public issue, rights issue, preferential issue,
before submission to the Board for approval, with
etc.), the statement of funds utilised for purposes
particular reference to:
other than those stated in the offer document/
i) Matters required to be stated in the Director’s prospectus/notice and the report submitted by
responsibility statement to be included in the the monitoring agency monitoring the utilisation
Board’s report in terms of Section 134(3)(c) of proceeds of a public or rights issue, and making
of the Companies Act, 2013; appropriate recommendations to the Board to
ii) Changes, if any, in accounting policies and take up steps in this matter;
practices and reasons for the same; n. Establishing a vigil mechanism for directors and
employees to report their genuine concerns or

104
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ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
grievances; charter from time to time.”
o. Reviewing, with the management, the The powers of the Audit Committee includes the
performance of statutory and internal auditors following:-

STATUTORY REPORTS
and adequacy of the internal control systems; a. To investigate activity within its terms of reference;
p. Reviewing the adequacy of internal audit function, b. To seek information from any employees;
if any, including the structure of the internal audit
c. To obtain outside legal or other professional
department, staffing and seniority of the official
advice;
heading the department, reporting structure
coverage and frequency of internal audit; d. To secure attendance of outsiders with relevant
expertise, if it considers necessary; and

FINANCIAL STATEMENTS
q. Discussion with internal auditors on any
significant findings and follow up thereon; e. To have full access to the information contained
in the records of the Company.
r. Reviewing the findings of any internal
investigations by the internal auditors into matters Audit Committee mandatorily reviews the following
where there is suspected fraud or irregularity or information:-
a failure of internal control systems of a material a. Management discussion and analysis of financial
nature and reporting the matter to the Board; condition and result of operations;
s. Discussion with statutory auditors, internal b. Statement of significant related party transactions
auditors, secretarial auditors and cost auditors (as defined by the Audit Committee), submitted by
before the audit commences, about the nature and management;
scope of audit as well as post-audit discussion to c. Details of all material transactions with related
ascertain any area of concern; parties to be disclosed every quarter along with
t. Looking into the reasons for substantial defaults the compliance report on corporate governance;
in the payment to the depositors, debenture d. On a quarterly basis, the details of related party
holders, shareholders (in case of non-payment of transactions entered into by the Company
declared dividends) and creditors; pursuant to each omnibus approval given;
u. Approval of appointment of the Chief Financial e. Whether the policy dealing with related party
Officer after assessing the qualifications, transactions is placed on the website of the
experience and background, etc. of the candidate; Company;
v. Reviewing the functioning of the whistle blower f. Management letters/letters of internal control
mechanism, in case the same is existing; weaknesses issued by the statutory auditors;
w. Monitoring of a vigil mechanism for enabling g. Internal audit reports relating to internal control
adequate safeguards and protection of interest of weaknesses;
the director(s) or employees or any other person h. The appointment, removal and terms of
who may avail the mechanism and to provide remuneration of the chief internal auditor or chief
for direct access to the chairperson of the Audit risk officer (if any); and
Committee in exceptional cases where deemed
i. Statement of deviations:
necessary;
i) quarterly statement of deviation(s) including
x. Discretion to invite the finance director or head
report of monitoring agency, if applicable,
of the finance functions, head of internal audit
submitted to stock exchange(s) in terms
and a representative of the statutory auditor
of Regulation 32(1) of the SEBI Listing
and any other such executives to be present at
Regulations; and
the meetings of the committee: Provided that
occasionally the audit committee may meet ii) annual statement of funds utilised for
without the presence of any executives of the purposes other than those stated in the
listed entity. offer document/prospectus/notice in terms
of Regulation 32(7) of the SEBI Listing
y. Carrying out any other functions as provided under
Regulations
the Companies Act, the SEBI (LODR) Regulations
and other applicable laws; and The Audit Committee met five times during the year

z. To formulate, review and make recommendations

to the Board to amend the Audit Committee

105
ANNEXURE - H (Contd.)

under review. The Audit Committee meetings were D of Schedule II of the SEBI (LODR) Regulations. The
held on 19 April 2021, 22 May 2021, 7 August 2021, 30 NRC has the following terms of reference:
October 2021 and 29 January 2022. The gap between a. Formulate the criteria for determining
two meetings did not exceed one hundred and twenty qualifications, positive attributes and
days. independence of a director and recommend to
Details of attendance of Members at the Audit the Board a policy, relating to the remuneration of
Committee meetings during the financial year the directors, key managerial personnel and other
2021 - 22 are provided herein below : employees;
Name Position of No. of No. of b. Formulation of criteria for evaluation of
the Audit meetings meetings independent directors and the Board;
Committee held attended
c. Devising a policy on Board diversity;
during the
year d. Identify persons who are qualified to become
Dr. Girish Kumar Chairman 5 5 directors or who may be appointed in senior
Ahuja management in accordance with the criteria laid
Ms. Sudha Pillai Member 5 5 down, recommend to the Board their appointment
Mr. Satwinder Member 5 5 and removal and shall carry out evaluation of
Singh every director’s performance. Our Company
Mr. Jasbir Singh Member 5 5 shall disclose the remuneration policy and the
evaluation criteria in its annual report;
Reporting of Internal Auditor
e. Analysing, monitoring and reviewing various
The Internal Auditor of the Company attends meetings human resource and compensation matters;
of Audit Committee on a regular basis and findings
f. Determining our Company’s policy on specific
of internal audits are reported directly to the Audit
remuneration packages for executive directors
Committee.
including pension rights and any compensation
B. Nomination and Remuneration Committee payment, and determining remuneration
The Nomination and Remuneration Committee packages of such directors;
(“NRC”) has been vested with the authority to, inter g. Determine compensation levels payable to the
alia, recommend nominations for Board membership, senior management personnel and other staff
develop and recommend policies with respect to Board (as deemed necessary), which shall be market-
diversity; developing a succession plan for our Board related, usually consisting of a fixed and variable
and senior management. component;

Composition, Meetings and Attendance during the h. Reviewing and approving compensation strategy
Year from time to time in the context of the then current
Indian market in accordance with applicable laws;
As on 31 March 2022, the NRC comprises of following
Non-Executive Directors: i. Perform such functions as are required to be
performed by the compensation committee under
Mr. Satwinder Singh, Independent Director - Chairman
the Securities and Exchange Board of India (Share
Dr. Girish Kumar Ahuja, Independent Director - Member
Based Employee Benefits) Regulations, 2014;
Mr. Manoj Kumar Sehrawat, Non-Executive Director -
j. Framing suitable policies and systems to ensure
Member
that there is no violation, by an employee of any
Majority of NRC Members are Independent Directors applicable laws in India or overseas, including:
including the Chairman.
i) The Securities and Exchange Board of India
The Company Secretary and Compliance Officer of the (Prohibition of Insider Trading) Regulations,
Company is the Secretary to the NRC. 2015; or
The Chairperson of the NRC Committee was present at ii) The Securities and Exchange Board of India
the last Annual General Meeting held on 9 September (Prohibition of Fraudulent and Unfair Trade
2021. Practices relating to the Securities Market)
The terms of reference of this NRC are in line with the Regulations, 2003;
regulatory requirements mandated in the Act and Part k. Determine whether to extend or continue the term

106
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ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
of appointment of the independent director, on the along-with ensuring that on appointment,
basis of the report of performance evaluation of they receive a formal letter of appointment in
independent directors; accordance with guidelines provided under the
Act;

STATUTORY REPORTS
l. Evaluating the current composition, organisation
and governance of the Board and its committees x. Developing a succession plan for our Board and
as well as determining future requirements senior management and regularly reviewing the
and making recommendations to the Board for plan;
approval; y. Consideration and determination of the
m. Determining on an annual basis, desired nomination and remuneration policy based on

FINANCIAL STATEMENTS
qualifications along with the expertise, performance and also bearing in mind that the
characteristics and conduct searches for potential remuneration is reasonable and sufficient to
Board Members with corresponding attributes. attract, retain and motivate Members of the Board
Thereafter, evaluation and proposal of nominees and such other factors as the Committee shall
for election to the Board. In performing these deem appropriate;
tasks, the committee shall have the sole authority z. Ensuring that it proactively maintains a balance
to retain and terminate any search firm to be used between fixed and incentive pay reflecting short
to identify director candidates; and long term performance objectives appropriate
n. Evaluation and recommendation of termination of to the working of the Company; and
membership of individual directors in accordance aa. Perform such other activities as may be delegated
with the Board’s governance principles for cause by the Board of Directors and/or are statutorily
or for other appropriate reasons; prescribed under any law to be attended to by
o. Making recommendations to the Board in relation such committee;
to the appointment, promotion and removal of the bb. Recommend to the Board, all remuneration, in
senior management personnel at such level(s); whatever form, payable to senior management.
p. Reviewing, amending, modifying and approving (Senior management to include members of core
all other human resources related policies of our management team including all person one level
Company from time to time; below CEO/MD + Company Secretary + CFO)
q. Reviewing and recommending to the Board, NRC has also formulated the criteria for determining
manpower plan/ budget and sanction of new qualifications, positive attributes and independence
senior management positions from time to time of a Director and recommended to the Board a Policy
in the future; relating to the remuneration for the Directors, Key
r. Reviewing and recommending to the Board, Managerial Personnel and other Employees.
matters relating to revision of compensation/ NRC also carries out a separate exercise to self -
salary and long term wage settlements; evaluate the performance of NRC Committee, however,
s. Consideration and approval of employee stock recommended to the Board to evaluate performance
option schemes and to administer and supervise of individual directors, Board as its whole and its
the same; committee.

t. Decision on matters such as quantum of and Feedback is sought by way of structured questionnaires
milestones for grant, eligibility of employees who covering various aspects of the Board’s functioning
shall be entitled to grant of options, vesting period such as adequacy of the composition of the Board
and conditions thereof, termination policies etc; and its Committees, Board culture, execution and
performance of specific duties, obligations and
u. Periodically reviewing and re-examining the terms
governance and performance evaluation is carried out
of reference and making recommendations to our
based on the responses received from the Directors.
Board for any proposed changes;
The questionnaires were established in alignment
v. Authorisation to obtain advice, reports or opinions with the Guidance Note on Board Evaluation issued
from internal or external counsel and expert by Securities and Exchange Board of India, vide its
advisors; Circular dated 5 January 2017.
w. Ensuring proper induction program for new The performance evaluation of Independent Directors
directors, key managerial personnel and senior was based on the criteria viz. attendance at Board
management and reviewing its effectiveness and Committee meetings, skill, experience, ability to

107
ANNEXURE - H (Contd.)

challenge views of others in a constructive manner, into the redressal of grievances of shareholders and
knowledge acquired with regard to the Company’s other security holders, if any. The Committee overseas
business, understanding of industry and global trends, the resolution of grievances of the security holders of
etc. the Company including complaints related to transfer
The NRC has reviewed the succession planning of top of shares, non-receipt of annual report or non- receipt
leadership positions in the Company. While undertaking of declared dividends.
said review the leadership competencies required for Composition, Meetings and Attendance during the
orderly succession planning was considered by the Year
NRC.
The Composition of the Stakeholder Relationship
The NRC is also empowered to opine, in respect of Committee is in line with the requirements of section
the services rendered by a Director in professional 178 of the Act and the SEBI (LODR) Regulations.
capacity, whether such Director possesses requisite
As on 31 March 2022, the Stakeholders’ Relationship
qualification for the practice of the profession.
Committee (“SRC”) comprises of following Members :
The NRC met thrice during the year under review.
Mr. Satwinder Singh, Independent Director - Chairman
The NRC meetings were held on 19 April 2021, 22 May
Mr. Daljit Singh - Member
2021 and 29 January 2022. The attendance at the
meeting was as under : Mr. Manoj Kumar Sehrawat - Member
The Company Secretary and Compliance Officer of the
Name Position of No. of No. of
the NRC meetings meetings Company is the Secretary to the SRC.
held attended The SRC meets, as and when required, to inter alia, deal
during the with matters relating to Rematerialisation of shares
year
and monitor redressal of the grievances of the security
Mr. Satwinder Chairman 3 3 holders of the Company etc.
Singh
The role and terms of reference of the SRC covers the
Dr. Girish Kumar Member 3 3
Ahuja areas as contemplated under Regulation 20 read with
Part D of Schedule II of the SEBI (LODR) Regulations
Mr. Manoj Kumar Member 3 3
Sehrawat and Section 178 of the Act, as applicable, besides the
other terms as referred by the Board of Directors.
Nomination and Remuneration Policy
The SRC has the following terms of reference:
The Company’s Remuneration Policy represents
a. Redressal of grievances of shareholders,
the overreaching approach of the Company to the
debenture holders and other security holders,
remuneration of Directors and senior management.
including complaints related to the transfer of
The compensation of Directors, Key Managerial shares;
Personnel, senior management and other employees
b. Collecting and analyzing reports received
is based on the following principles:
periodically from the Registrar and the Share
• Aligning key executive and Board remuneration Transfer Agent (“RTA”) on the following:
with the longer term interests of the Company
• Complaints regarding non-receipt of the
and its shareholders;
shares, debentures, deposit receipt, declared
• Minimising complexity and ensuring transparency; dividend or interest;
• Link to long term strategy as well as annual • Complaints of investors routed by the SEBI
business performance of the Company; or Stock Exchanges and others;
• Promoting a culture of meritocracy and linked to • Transfer, sub-division, consolidation, split,
key performance and business drivers; and exchange, endorsement, transmission of
The policy can be viewed at the following link: http:// share certificates and transposition of share
www.ambergroupindia.com/code-and-policies. certificates;

C. Stakeholders Relationship Committee • Issue of share certificates, debenture

certificates, duplicate share or debenture
The Board has constituted Stakeholder’s Relationship
certificates in lieu of lost/ torn/ mutilated/
Committee pursuant to Section 178 of the Act and
defaced certificates;
Regulation 20 of the SEBI (LODR) Regulations to look

108
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ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
• Requests relating to de-materialisation and The SRC met four times during the financial year 2021
re-materialisation of shares; – 22 i.e. on 22 May 2021, 7 August 2021, 30 October
• Requests relating to modes of paying the 2021 and 29 January 2022. The attendance at the
meetings is as under :

STATUTORY REPORTS
dividend i.e. through electronic clearing
service, RTGS and issue of dividend warrant Name Position of No. of No. of
for dividend payment/ interest etc.; and the SRC meetings meetings
held attended
• Complaints related to allotment of shares, during the
transfer or transmission of shares, year
debentures or any other securities, non- Mr. Satwinder Chairman 4 4
Singh

FINANCIAL STATEMENTS
receipt of annual report and non-receipt of
declared dividends or any other document or Mr. Daljit Singh Member 4 4
information to be sent by our Company to its Mr. Manoj Kumar Member 4 3
Sehrawat
shareholders.
c. Allotment of shares, approval of transfer or Status of Complaints during financial year 2021-22
transmission of shares, debentures or any other The number of complaints received and resolved to the
securities; satisfaction of investors during the year under review
d. Issue of duplicate certificates and new certificates and their break-up is as under:
on split/consolidation/renewal; Particulars Number of
Complaints
e. Non-receipt of declared dividends, balance
Investor queries/complaints pending Nil
sheets of our Company, annual report or any
at the beginning of the Year -1 April
other documents or information to be sent by our 2022
Company to its shareholders; and Investor queries/complaints received 7
f. Carrying out any other function as prescribed during the Year
under the SEBI Listing Regulations, Companies Investor queries/complaints disposed 7
of during the Year
Act, 2013 and the rules and regulations made
Investor queries/complaints remaining Nil
thereunder, each as amended or other applicable unresolved at the end of Year - 31
law; March 2022
g. Resolving the grievances of the security holders D. Corporate Social Responsibility (“CSR”) Committee
of the listed entity including complaints related to
The Corporate Social Responsibility Committee has
transfer/ transmission of shares, non-receipt of
been constituted in accordance with the requirements
annual report, non-receipt of declared dividends,
of the Act. The Committee recommends the Corporate
issue of new/ duplicate certificates, general
Social Responsibility projects to be undertaken by the
meetings etc;
Company and also monitors its implementation status.
h. Review of measures taken for effective exercise
of voting rights by shareholders; Composition, Meetings and Attendance during the
Year
i. Review of adherence to the service standards
adopted by the listed entity in respect of various The Corporate Social Responsibility Committee has
services being rendered by the Registrar & Share been constituted as per the provisions of the Act.
Transfer Agent; As at 31 March 2022, CSR Committee comprises of
j. Review of the various measures and initiatives following Members :
taken by the listed entity for reducing the quantum 1. Ms. Sudha Pillai - Chairperson
of unclaimed dividends and ensuring timely 2. Mr. Jasbir Singh - Member
receipt of dividend warrants/annual reports/ 3. Mr. Daljit Singh - Member
statutory notices by the shareholders of the
4. Mr. Manoj Kumar Sehrawat - Member
Company.
The terms of reference of the CSR Committee, inter-
During the financial year 2021 - 22, 7 complaints were
alia, include the following:
received from the investors, all of which have been
attended/ resolved to the satisfaction of the investors. a. Formulating and recommending to the Board
As of date, there are no complaints/pending pertaining the corporate social responsibility policy of the
to the financial year under review. Company, including any amendments thereto in

109
ANNEXURE - H (Contd.)

accordance with Schedule VII of the Companies social responsibility plan up to such amount as
Act, 2013 and the rules made thereunder; may be prescribed by our Board from time to time;
b. Ensuring that the corporate social responsibility and
policy shall include/ indicate the activities to be n. Performing such other duties and functions
undertaken by the companies as specified in as the Board may require the corporate social
Schedule VII of the Companies Act, 2013 and responsibility committee to undertake to promote
the rules made there under, from time to time the corporate social responsibility activities of the
excluding the activities undertaken in pursuance Company.”
of its normal course of business; The CSR Policy can be accessed at the Company’s
c. Identifying corporate social responsibility policy website at http://www.ambergroupindia.com.
partners and corporate social responsibility policy The CSR committee met thrice during the financial
programmes; year 2021 – 22 i.e. on 22 May 2021, 30 October, 2021
d. Recommending the amount of corporate and 29 January 2022. The attendance at the meetings
social responsibility policy expenditure for the is as under :
corporate social responsibility activities and the
Name Position No. of No. of
distribution of the same to various corporate of the CSR meetings meetings
social responsibility programmes undertaken by Committee held attended
the Company; during the
year
e. Identifying and appointing the corporate social
Ms. Sudha Pillai Chairperson 3 3
responsibility team of the Company including
corporate social responsibility manager, wherever Mr. Jasbir Singh Member 3 3
required; Mr. Daljit Singh Member 3 3
f. Delegating responsibilities to the corporate Mr. Manoj Kumar Member 3 3
social responsibility team and supervise proper Sehrawat
execution of all delegated responsibilities; E. RISK MANAGEMENT COMMITTEE (“RMC”)
g. Assistance to our Board to ensure that our The Board at its meeting held on 8 February 2019,
Company spends towards the corporate social constituted a Risk Management Committee to
responsibility activities in every Fiscal, such assists the Board in its oversight of the Company’s
percentage of average net profit/ amount as may management of key risks, as well as the guidelines,
be prescribed in the Companies Act, 2013 and/ or policies and procedures, monitoring and integrating
rules made thereunder; such risks within overall business risk management
h. Reviewing and monitoring the implementation framework.
of corporate social responsibility programmes As per the SEBI (LODR) Regulations (Second
and issuing necessary directions as required for Amendment) Regulations, 2021 notification dated 5
proper implementation and timely completion of May 2021 the requisite amendments have been made
corporate social responsibility programmes; in Regulation 21, which contains the following changes:
i. Providing explanation to the Board if our Company 1. The Risk Management Committee shall have
fails to spend the prescribed amount within the minimum three members with majority of them
financial year; being members of the Board of Directors, including
j. Providing updates to our Board at regular at least one independent director and in case of a
intervals of six months on the corporate social listed entity having outstanding SR equity shares,
responsibility activities; at least two thirds of the Risk Management
k. Regulation of its own proceedings subject to the Committee shall comprise independent directors.
terms of reference; 2. The Risk Management Committee shall meet at
l. Reviewing and recommending the corporate least twice in a year.
social responsibility plan for the ensuing Fiscal to 3. The quorum for a meeting of the Risk Management
our Board; Committee shall be either two members or one
m. Approval of any project that may come during the third of the members of the committee, whichever
year and which is not covered in the corporate is higher, including at least one member of the

110
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
Board of Directors in attendance. • Continually obtaining reasonable assurance from
4. The meetings of the Risk Management Committee management that all known and emerging risks
shall be conducted in such a manner that on a have been identified and mitigated or managed;

STATUTORY REPORTS
continuous basis not more than one hundred • Reviewing the adequacy of the Company’s
and eighty days shall elapse between any two resources periodically to perform its risk
consecutive meetings. management responsibilities and achieve
5. The role and responsibilities of the Risk objectives;
Management Committee shall mandatorily • Performing such other functions as may be
include the performance of functions as specified necessary or appropriate or assigned by the Board

FINANCIAL STATEMENTS
in Part D of Schedule II. for the performance of its oversight function;
6. The Risk Management Committee shall have • Review the Hedging Plan/Policy of the Company
powers to seek information from any employee, and monitor the hedging activity and take
obtain outside legal or other professional advice appropriate action(s) to mitigate the Hedging risk;
and secure attendance of outsiders with relevant • Reviewing and undertake all other tasks and
expertise, if it considers necessary. responsibilities prescribed in the SEBI (Listing
In context of above changes, subsequent to closure of Obligations and Disclosure Requirements)
financial year 2020 – 21, the Board in its meeting held on (Amendment) Regulations, 2015 (as amended
22 May 2021 dissolved the existing Risk Management from time to time), the Companies Act, 2013 and
Committee and changed the nomenclature of “Audit its amendments thereto.
Committee” and merged the Risk Management During the financial year under review, Audit and Risk
Committee and Audit Committee, named as “Audit and Management Committee met on 22 May 2021, 7
Risk Management Committee”. August 2021, 30 October 2021 and 29 January 2022
In order to adhere better corporate governance and The attendance at the meeting was as under*:
above changes, subsequent to closure of financial
Name Position of No. of No. of
year 2021 – 22, the Board in its meeting held on 13 the Audit meetings meetings
May 2022 demerged and separated Audit and Risk and RMC held attended
Management Committee and formed two separate during the
committees namely Audit Committee and Risk year
Management Committee. Dr. Girish Kumar Chairman 4 4
Ahuja
Composition, Meetings and Attendance during the Ms. Sudha Pillai Member 4 4
Year Mr. Satwinder Member 4 4
Singh
As on the date of this report, RMC comprises of
Mr. Jasbir Singh Member 4 4
following Members:
*Attendance were given in line with Audit Committee, as during
1. Mr. Sudha Pillai - Chairperson the financial year 2021 -22, Company has one Committee
of Audit and Risk, namely as Audit and Risk Management
2. Mr. Jasbir Singh – Member
Committee.
3. Mr. Daljit Singh – Member
The terms of reference of the RMC, inter-alia, include F. EXECUTIVE COMMITTEE
the following: The Board has constituted the Executive Committee
• Framing of Risk Management Plan and Policy; which undertakes matters related to day to day affairs
of the Company.
• Overseeing implementation of Risk Management
Plan and Policy; Name Position Designation
of the
• Monitoring of Risk Management Plan and Policy; Committee
• Validating the process of risk management; Mr. Jasbir Singh Member Chairman and
Chief Executive
• Validating the procedure for Risk minimisation; Committee
• Overseeing Company’s recent developments and Mr. Daljit Singh Member Managing Director
periodically reviewing and evaluating the Risk Mr. Sudhir Goyal Member Chief Financial
Management Policy and practices with respect to Officer
risk assessment and risk management processes; The Company Secretary of the Company acts as the
Secretary to the Committee.

111
ANNEXURE - H (Contd.)

Minutes of the proceedings of the Executive (“Appserve”) and Sidwal Refrigeration Industries
Committee meetings are placed before the next Audit Private Limited (“SIDWAL”), Amber Enterprises USA
Committee and the subsequent Board meeting of the Inc. and four Subsidiaries i.e. IL JIN Electronics
Company for noting the same. (India) Private Limited (“IL JIN”) and Ever Electronics
Private Limited (“EVER”), AmberPR Technoplast
V. SUBSIDIARY COMPANIES India Private Limited (formerly known as Pasio India
Regulation 16 of the SEBI (LODR) Regulations defines Private Limited”) (“AmberPR”) and Pravartaka Tooling
a “material subsidiary” to mean a Subsidiary, whose Services Private Limited (“Pravartaka”), except IL JIN
income or net worth exceeds ten percent of the and SIDWAL all the above mentioned subsidiaries are
consolidated income or net worth respectively, of the out of the scope of the definition of Material Subsidiary.
listed entity and its subsidiaries in the immediately The subsidiaries of the Company function
preceding accounting year. independently, with an adequately empowered Board
The Company has two material subsidiaries i.e. IL JIN of Directors and adequate resources. For more
Electronics (India) Private Limited (“IL JIN”) and Sidwal effective governance, the minutes of Board meetings
refrigeration Industries Private Limited (“Sidwal”) as of Subsidiaries of the Company are placed before the
per clause (c) of sub-regulation 1 of Regulation 16 of Board of Directors of the Company for their review at
SEBI (LODR) Regulations. every quarterly meeting.
As on 31 March 2022, Your Company has four The other requirement of Regulation 24 of the
Wholly Owned Subsidiaries i.e. PICL (India) Private SEBI (LODR) Regulations with regard to Corporate
Limited (“PICL”), Appserve Appliance Private Limited Governance requirements for Subsidiary companies
have been complied with.

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

CIN : U74899DL1994PTC061471 CIN : U31909DL2001PTC112387
Address : Second Floor, Khasra No. 367, 100 Foote Road, Address : F. No.5, 109/2A Buddha Appartments C C Colony
Village Ghitorni, South West, New Delhi - 110030 New Delhi 110007
Appserve Appliance Private Limited EVER Electronics Private Limited
CIN : U29308PB2017PTC047239 CIN : U32109PN2004PTC136895
Address : C- 2, Phase II Focal Point Rajpura Patiala 140401, Address : Gat No. 161/2, Pimple Jagtap Road, Bhima
Punjab Koregaon, Tal. Shirur, Pune MH 412216
Sidwal Refrigeration Industries Private Limited AmberPR Technoplast India Private Limited
CIN : U74899DL1965PTC008575 CIN: U63040DL2013PTC255646
Address: 108-A, Madangir, Behind Pushp Vihar, DDA Local Address: Pocket-B, Flat No. 131-B Dilshad Garden Delhi
Shopping Complex, New Delhi – 110 062 East 110095
Pravartaka Tooling Services Private Limited Amber Enterprises USA Inc.
CIN: U29308DL2021PTC380591 Address: 3411 Silverside Road, Tatnall Building, Suite 104,
Address: 2nd Floor, Khasra No. 367, Village Ghitorni, South Wilmington, DE 19810, Country of New Castle.
West Delhi 110030

VI. MEANS OF COMMUNICATION including information on Directors, shareholding

The Company, from time to time and as may be required, pattern, quarterly reports, financial results, annual
communicates with its security-holders and investors reports, press releases, details of unpaid/unclaimed
through multiple channels of communications such dividends and various policies of the Company.
as dissemination of information on the website of the NSE Electronic Application Processing System
stock exchanges, press releases, the Annual Report (‘NEAPS’) and Digital Exchange.
and uploading relevant information on its website.
NEAPS and Digital Exchange is a web-based application
Company Website designed by the National Stock Exchange of India Ltd.
Pursuant to Regulation 46 of the SEBI (LODR) (“NSE”) for corporate filings. All periodical compliance
Regulations, the Company’s website, www. related filings like shareholding pattern, Corporate
ambergroupindia.com contains a dedicated functional Governance report, media releases, statement of
segment, named ‘INVESTORS RELATION’ where all the investor complaints, among others and corporate
information meant for the shareholders is available, actions are filed electronically on NEAPS.

112
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ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
BSE Corporate Compliance & Listing Centre (‘LISTING Report and other information may be sent to them in
CENTRE’) electronic form to save paper.
The Listing Centre of BSE Ltd. (“BSE”) is a web- Functionality has been provided on Company’s website

STATUTORY REPORTS
based application designed for corporate filings. for shareholders’/ investors to raise their queries,
All periodical compliance filings like shareholding questions, if any, directly with the secretarial team.
pattern, Corporate Governance report, media releases,
statement of investor complaints, among others are VII. GENERAL SHAREHOLDER INFORMATION
filed electronically on the Listing Centre.
a) 32nd Annual General Meeting
Financial Results Date : 2 August 2022

FINANCIAL STATEMENTS
Pursuant to Regulation 33 of SEBI (LODR) Regulations,
Time : 02:00 P.M. IST
the Company has regularly furnished within the
prescribed timeline the quarterly unaudited as well Deemed Venue : C-1, Phase II, Focal Point, Rajura Town
as annual audited financial results to both the stock – 140 401, Punjab
exchanges i.e. NSE & BSE. Mode : Video Conference
Quarterly and annual financial results are also
b) financial year of the Company
published in English and Hindi language national daily
newspaper (like Business Standard) circulating in the The financial year covers the period from 1 April to 31
whole of India and in daily newspaper published in the March.
vernacular language (like Chardhikala) in state where c) Date of Book Closure
registered office of the Company is situated.
Book closure for AGM will be from Saturday, 23 July
News Releases and Presentations 2022 to Monday, 1 August 2022, both days inclusive.
Official news and media releases are sent to stock
d) Dividend Policy and Dividend details
exchanges on which the shares of the Company are
The Company has adopted Dividend Distribution
listed and are also uploaded on the Company’s website
Policy of the Company in terms of the requirement, of
at www.ambergroupindia.com.
SEBI (LODR) Regulations. The Policy is available on
Annual Report the website of the Company under the http://www.
The Annual Report containing, inter-alia, the audited ambergroupindia.com/dividend-distribution-policy/
financial statements (standalone & consolidated), Also, the Company remits the payment of Dividend
Board’s Report, Auditors’ Report, Management through online transfer and in cases where Bank details
Discussion and Analysis (MDA) report and other are not updated, the Dividend for those shareholders
important information is circulated to shareholders are paid through Demand draft which are immediately
and other stakeholders and is also available on the dispatched to the respective shareholders.
Company’s website at www.ambergroupindia.com.
As on 31 March, 2022 following amount remains
SEBI Complaints Redress System (SCORES) unclaimed by shareholders for the interim dividends
The investor complaints are processed in a centralised declared during the financial year 2021 - 22. During the
web-based complaints redress system. The salient year under review, the Company did not declare any
features of this system are: Centralised database of dividend.
all complaints, online upload of Action Taken Reports Type of Dividend Balance
(“ATRs”) by concerned companies and online viewing 1st Interim Dividend 20,979.20
by investors of actions taken on the complaint and its 2nd Interim Dividend 23,958.47
current status. The Company has sent/will sent reminder for interim
declared in the financial year 2019 - 20 from time to
Reminder to Investors
time to the members to claim their dividends in order
Reminders to the shareholders are sent for claiming
to avoid transfer of dividends/shares to Investor
returned undelivered shares certificates, unclaimed
Education and Protection Fund (IEPF) Authority.
dividend investor complaints etc.
Once the dividends/shares are transferred to the
Green Initiative IEPF Authority, Members will not be able to claim the
Information is uploaded on Company’s website for same from the Company. However, pursuant to the
registering email ids of shareholders so that Annual provisions of the Act and the Investor Education and

113
ANNEXURE - H (Contd.)

Protection Fund Authority (Accounting, Audit, Transfer on NSE Limited and BSE Limited. The annual listing
and Refund) Rules, 2016, the Members can claim their fees for the financial year 2022 - 23 to BSE and NSE
dividends/shares transferred to IEPF, by making an has been paid.
application to the IEPF Authority through Form IEPF-5
Name of Stock Exchanges Stock/ Scrip
available on the website of the Authority www.iepf.gov. Code
in. BSE Limited (“BSE”) 540902
The details of unpaid dividend along with due dates for Phiroze Jeejeebhoy Towers, Dalal
transfer to IEPF are available at Company website at Street, Mumbai - 400 001
www.ambergroupindia.com National Stock Exchange of India AMBER
Limited (“NSE”)
e) Transfer to Investor Education & Protection Fund
Exchange Plaza, Plot No. C/1, G Block,
During the year, the Company was not required to Bandra Kurla Complex, Bandra (East),
transfer any amount to the Investor Education and Mumbai - 400 051
Protection Fund. g) Corporate Identity Number: L28910PB1990PLC010265
f) Listing on Stock Exchanges h) Registered Office Address: C-1, Phase II, Focal Point,
At present, the equity shares of the Company are listed Rajpura Town -140 401, Punjab

i) Stock Market Data:

The monthly high and low quotations, as well as the volume of shares traded at the BSE, the NSE for the financial year
2021- 22 are provided as follows :

2021 - 2022 BSE NSE Total

Volumes
Months Avg. Avg. Avg. Total Avg. Avg. Low Avg. Close Total (BSE +
High Low Close Volume High price Price Volume NSE)
Price price Price Price
April ` 3,254 ` 3,136 ` 3,181 185,930 ` 3,250 ` 3,135 ` 3,180 1,406,330 1,592,260

May ` 3,000 ` 2,915 ` 2,939 157,460 ` 3,000 ` 2,915 ` 2,938 1,775,620 1,933,080

June ` 2,849 ` 2,784 ` 2,816 218,630 ` 2,851 ` 2,785 ` 2,816 3,008,440 3,227,070

July ` 3,038 ` 2,969 ` 3,008 166,830 ` 3,038 ` 2,973 ` 3,007 1,812,950 1,979,780

August ` 2,938 ` 2,863 ` 2,898 87,780 ` 2,935 ` 2,864 ` 2,898 791,830 879,610

September ` 3,188 ` 3,099 ` 3,146 409,260 ` 3,192 ` 3,098 ` 3,147 1,791,640 2,200,900

October ` 3,554 ` 3,386 ` 3,464 143,390 ` 3,559 ` 3,385 ` 3,463 1,968,910 2,112,300

November ` 3,414 ` 3,268 ` 3,331 88,380 ` 3,413 ` 3,268 ` 3,331 1,280,910 1,369,290

December ` 3,352 ` 3,231 ` 3,281 89,160 ` 3,352 ` 3,231 ` 3,283 1,497,680 1,586,840

January ` 3,486 ` 3,334 ` 3,417 89,630 ` 3,489 ` 3,331 ` 3,418 1,766,140 1,855,770

February ` 3,522 ` 3,353 ` 3,438 123,850 ` 3,524 ` 3,356 ` 3,438 2,087,380 2,211,230

March ` 3,645 ` 3,513 ` 3,572 70,860 ` 3,654 ` 3,520 ` 3,573 1,594,360 1,665,220

Note : Share prices have been rounded off to the nearest whole number

114
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

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

Amber Enterprises VS Bse Sensex

STATUTORY REPORTS
4000 65,000

3800

3600 60,000

3400
Amber Share Price

FINANCIAL STATEMENTS
3200 55,000

Nifty 50
3000

2800 50,000

2600

2400 45,000

2200

2000 40,000
Apr-21

May-21

Jun-21

Jul-21

Aug-21

Sep-21

Oct-21

Nov-21

Dec-21

Jan-22

Feb-22

Mar-22
Amber Share Price BSE Sensex

Amber Enterprises VS Nifty 50

4,000 20,000
3,800 19,000
3,600 18,000
3,400 17,000
Amber Share Price

3,200 16,000
3,000 15,000 Nifty 50
2,800 14,000
2,600 13,000
2,400 12,000
2,200 11,000
2,000 10,000
Apr-21

May-21

Jun-21

Jul-21

Aug-21

Sep-21

Oct-21

Nov-21

Dec-21

Jan-22

Feb-22

Mar-22

Amber Share Price Nifty 50

115
ANNEXURE - H (Contd.)

Amber Enterprises VS Nifty Smallcap 100

4500 20,000

18,000
4000

16,000
3500

Nifty Smallcap 100

Amber Share Price

14,000
3000
12,000
2500
10,000

2000 8,000
Apr-21

May-21

Jun-21

Jul-21

Aug-21

Sep-21

Oct-21

Nov-21

Dec-21

Jan-22

Feb-22

Mar-22
Amber Share Price Nifty Smallcap 100

Distribution schedule of Shareholding as on 31 March 2022

AMBER ENTERPRISES INDIA LIMITED
Distribution of Shareholding as on 31 March 2022 (TOTAL)
Sl.
Category (Shares) No. of Holders % To Holders No. of Shares % to Equity
No
1 1 - 5000 83304 99.78 1818374 5.40
2 5001 - 10000 40 0.05 298310 0.89
3 10001 - 20000 40 0.05 559447 1.66
4 20001 - 30000 16 0.02 393175 1.17
5 30001 - 40000 11 0.01 388570 1.15
6 40001 - 50000 11 0.01 483896 1.44
7 50001 - 100000 30 0.04 2183507 6.48
8 100001 and above 38 0.05 27568452 81.82
TOTAL: 83490 100.00 33693731 100.00

Shareholding Pattern as on 31 March 2022

Amber Enterprises India Limited
Shareholding Pattern as on 31 March 2022 (Total)
Sl.
Description No. of Cases Total Shares % Equity
No.
1. Mutual Funds 16 3093387 9.18
2. Foreign Portfolio - Corp 171 9463260 28.09
3. Foreign Institutional Investors 1 8361 0.02
4. Trusts 7 1048 0.00
5. Alternative Investment Fund 5 109847 0.33
6. Resident Individuals 77905 2180880 6.47
7. Promoters 2 13133370 38.98
8. Employees 37 198530 0.59
9. Non Resident Indians 1359 57141 0.17
10. Clearing Members 62 65464 0.19

116
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
Amber Enterprises India Limited
Shareholding Pattern as on 31 March 2022 (Total)
Sl.
Description No. of Cases Total Shares % Equity

STATUTORY REPORTS
No.
11. Qualified Institutional Buyer 6 1321323 3.92
12. Promoter Group 3 433867 1.29
13. Non Resident Indian Non Repatriable 614 32583 0.10
14. Bodies Corporates 332 3540161 10.51
15. HUF 1570 54509 0.16

FINANCIAL STATEMENTS
Total: 81249 33693731 100.00

Mutual Funds Foreign Portfolio - Corp

Foreign Institutional Investors Trusts
Alternative Investment Fund Resident Individuals
Promoters Employees
Non Resident Indians Clearing Members
Qualified Institutional Buyer Promoter Group
Non Resident Indian Non Repatriable Bodies Corporates
HUF

Dematerialisation of Shares and Liquidity

As on 31 March 2022, 99.999985% of the paid-up Equity Share Capital of the Company is held in dematerialised form
with National Securities Depository Limited and Central Depository Services (India) Limited. The International Securities
Identification Number (“ISIN”) allotted to the Company’s Shares is INE371P01015.

% of total capital
Particulars Number of shares
issued
Held in Dematerialised form in NSDL 29498634 87.55
Held in Dematerialised form in CDSL 4195092 12.45
Physical Share Certificate 5 0.00

117
ANNEXURE - H (Contd.)

NSDL     CDSL     Physical

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

j). 
Company Registrar and Transfer Agent during the Limited (“NSDL”) and Central Depository Services
year: (India) Limited (“CDSL”). This audit is carried out every
The Company’s Registrars & Transfer Agents (“RTA”) for quarter and the reports for the same were submitted to
its share registry (both, physical as well as electronic) BSE and NSE. The audit confirms that the total issued
is KFin Technologies Limited having its office at Karvy / paid-up and listed capital is in agreement with the
Selenium, Tower B, Plot 31-32, Gachibowli, Financial aggregate of the total number of shares in physical
District, Nanakramguda, Hyderabad, Telangana form and the total number of shares in dematerialised
500032, India. form (held with NSDL and CDSL).
Compliance with Secretarial Standards the Institute of
k). Reconciliation of Share Capital Audit
Company Secretaries of India, a Statutory Body, has
As stipulated by Securities and Exchange Board of issued Secretarial Standards on meetings of the Board
India (“SEBI”), a Practicing Company Secretary carries of Directors and General meetings. The Company
out the Share Capital Audit to reconcile the total has complied with all the applicable provisions of the
admitted capital with National Securities Depository Secretarial Standards.

l). Plant locations of Amber Group (Amber and Its subsidiaries)

The manufacturing facilities are located at the following locations:

Serial No. Name/Location Property Key Products Manufactured

(Leased or
Owned)
1. Rajpura Unit: C-1, Phase-II, Focal Point, Rajpura, Owned Sheet metal components and AC assembly
Punjab
2. Dehradun Unit I: A-1/1 and A-1/1A, Industrial Area, Leased AC assembly, heat exchangers and injection
Selaqui, Dehradun, Uttarakhand moulding components
3. Dehradun Unit II: D-36, 37 and 38, Industrial Area, Leased Sheet metal components and heat
Selaqui, Dehradun, Uttarakhand exchangers

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 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
Serial No. Name/Location Property Key Products Manufactured
(Leased or
Owned)

STATUTORY REPORTS
4. Dehradun Unit III: H-23, Industrial Estate, Selaqui, Leased AC assembly and system tubing
Dehradun, Uttarakhand
5. UP Unit I: 38-C, Sector Ecotech II, Udyog Vihar, Leased Inner case liners and plastic extrusion
Greater Noida, Gautam Buddha Nagar, Uttar
Pradesh
6. UP Unit II: Industrial Plot No. C-3, UPSIDC, SITE Leased Sheet metal parts for AC, refrigerator,
IV, Greater Noida, Gautam Buddha Nagar, Kasna, microwave, water purifier etc.

FINANCIAL STATEMENTS
Uttar Pradesh
7. Pune Unit I: Plot No. D-93, Ranjangaon Industrial Leased Sheet metal parts
Area, Ranjangaon, Pune, Maharashtra
8. Pune Unit II: B1200 Plot No. 1/1/2 Indospace Leased AC assembly and Gas Charging
Industrial Park Ranjangaon MIDC Vill- Ranjangaon
Ganpati Taluka- Shirur Dist-Pune
9. Jhajjar Unit I: 15 KM Mile Stone, Village Dadri TOE, Owned AC assembly, heat exchangers, and injection
Jhajjar, Haryana moulding components
10. Jhajjar Unit II: Plot No. P 14, Street No. 1, Sector Leased* AC assembly, heat exchangers, sheet metal
3, Model Economic Township, Toe and Bid Dadri, components and system tubing
Jhajjar, Haryana
11. EVER Pune Unit I: GAT No. 161, Hissa No. 2, Owned PCBs for Air Conditioners & other Consumer
Koregaon Bhima, Shirur, Pune, Maharashtra durable products like washing machine,
microwave, etc.
12. Picl Faridabad Unit I: Plots No. 92 & 99 and 79, Leased Electrical motors and/or its components
Urban Estates, Sector 6, Faridabad, Haryana
13. SIDWAL Faridabad Unit I: Plot No. 23, Sector 6, Owned HVAC solutions for mobility applications
Faridabad, Haryana such as railways, metro, defence and bus
segments
14. ILJIN UP Unit I : Plot No. 27 and 28, Udyog Kendra Leased PCBA for Air Conditioners & other Consumer
Ecotech - III, Greater Noida, Industrial Development durable products like washing machine,
Area, Gautam Buddha Nagar, Uttar Pradesh microwave.
15. Supa Unit : A3/4, Supa Parner Industrial Park, Leased Sheet metal components and Injection
Waghunde (Bk), Supa MIDC, Taluka -Parner, moulding components
Ahmednagar
16. Kadi Unit : 155/1, Near Golden Industrial Estate, Leased Injection moulding components
Chhatral Kadi Road, Vill. Dhanot
17. Chennai Unit : 581/3, 582/1B, 582/1C1B, Leased Sheet Metal Components Heat Exchangers
582/1C2A, 582/581/2A, 582/2A, 582/2B, 583/1, Copper Tubing Parts
584/1B1, Kancheepuram

18. AMBERPR Unit I : Plot No.36, Sector,31, Kasna Leased Cross Flow Fan, ODU FAN and Injection
industrial Area , Site-IV Greater Noida (UP) moulding components
19. AMBERPR Unit II : Plot no. F109 & 110, Leased Cross Flow Fan, ODU FAN and Injection
Shahjahanpur Industrial Area Shahjahanpur, Distt. moulding components
Alwar
20. AMBERPR Unit III : Plot no. 44, Sector -6 IIE Leased ODU Fan, WAC Fan, Blower Refrigeration
SIDCUL PantNagar, Rudrapur ( Uttarakhand) parts and other Injection moulding
components
21. PRAVARTAKA Unit I: 111, 112, 113 114, Toy City, Leased Injection moulding components
Ecotech III, Greater Noida, Gautam Buddha Nagar,
Uttar Pradesh

119
ANNEXURE - H (Contd.)

Serial No. Name/Location Property Key Products Manufactured

(Leased or
Owned)
22. PRAVARTAKA Unit II: D - 89, Phase 2 Extension, Leased Injection moulding tools and moulds
Noida, Gautam Buddha Nagar, Uttar Pradesh,
23. PRAVARTAKA Unit III : Plot No 93, Sector 4, IMT, Leased Injection moulding components
Manesar, Gurgaon, Haryana
*Land on Leased and Building owned by the Company

m) Disclosures with respect to demat suspense account/ r) Nomination

unclaimed suspense account Shareholders can file their nominations against
The Company does not have any securities in the demat shares held under physical mode as well as electronic
suspense account/unclaimed suspense account. mode. The facility of nomination is not available to
non-individual shareholders such as societies, trusts,
n) Details of Public Funding Obtained
bodies corporate, karta of Hindu Undivided families
During the financial year 2021-22, the Company has and holders of Powers of Attorney. The shareholders,
not raised any moneys by way of initial public offer or who are holding shares in physical form and wish to
further public offer. avail this facility, may send prescribed Nomination
o) Management Discussion and Analysis Report Form SH-13 duly filled and signed to RTA i.e. KFin
Management Discussion and Analysis Report forms Technologies Limited or email einward.ris@kfintech.
part of this Annual Report. com or sent by post at Karvy Selenium Tower B, Plot
31-32, Gachibowli, Financial District, Nanakramguda,
p) Financial Results disclosure Calendar: financial year: Hyderabad – 500 032.
1 April 2021 to 31 March 2022
The shareholders, who are holding shares in electronic
For the financial year 2021 - 22 Results were form are requested to submit their details to their
announced on respective DP.
For the quarter ended 30 June 7 August 2021
2021 s) Outstanding GDRs/ADRs/Warrants or any Convertible
For the quarter and half year ended 30 October 2021 Instruments, Conversion Date & likely impact on
30 September 2021 equity as on 31 March 2022
For the quarter and nine months 29 January 2022
The Company does not have any outstanding GDR /
ended 31 December 2021
ADR / Warrants or any convertible instruments as on
For the quarter and year ended 31 13 May 2022
March 2022 31 March 2022.

t) Cut off Date for e-voting

For financial year 2022 – 23 Results are likely
to be announced 22 July 2022 has been fixed as the cut off date to
by (tentative record entitlement of the shareholder to cast their vote
and subject to electronically in the forthcoming AGM.
change)
For the quarter ended 30 June August 2022 (1st u) Declaration regarding suspension of securities
2022 Week) The securities of the Company have not been
For the quarter and half year ended November 2022
suspended during the year.
30 September 2022 (1st week)
For the quarter and nine months February 2023 v) Commodity Price risk or foreign exchange risk and
ended 31 December 2022 (1st week) hedging activities
For the quarter and year ended 31 May 2023 (2nd
March 2023 Week) Exposure to commodity price risk faced by the
Company throughout the year.
q) Payment of Depository Fee:
Also, the Company imports certain raw materials from
Annual Custody/Issuer fee for the financial year 2022 - various sources, for various products of the Company.
23 has been paid to Central Depository Services (India) The Company actively monitors the foreign exchange
Limited and National Securities Depository Limited movements and takes forward covers as appropriate
within the stipulated time.

120
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
to reduce the risks associated with transactions in same order, are requested to consolidate all similar
foreign currencies. holdings under one folio. This would help in monitoring
the folios more effectively. Members may write to
w) Details of foriegn currency exposure are disclosed
the Registrar and Transfer Agent indicating the folio

STATUTORY REPORTS
in Notes forming part of financial statements of this
numbers to be consolidated. The address of RTA is
Annual Report
given herein below:
x) Details of utilisation of funds raised through
Shareholding related queries: General Correspondence
preferential allotment or qualified Institutions
KFIN TECHNOLOGIES AMBER ENTERPRISES
placement as specified under Regulation 32 (7A) of
LIMITED INDIA LIMITED
the SEBI (LODR) Regulations.
Karvy Selenium Tower B, Ms. Konica Yadav

FINANCIAL STATEMENTS
The Company has not raised any funds through
Plot 31-32, Gachibowli, Company Secretary and
preferential allotment or institutional placement, Financial District, Compliance Officer
therefore such Regulation 32(7A) is not applicable on Nanakramguda, Universal Trade Tower,
the Company. Hyderabad, 1st Floor, Sector 49,
Telangana 500 032, India Sohna Road, Gurugram –
y) Details of recommendation of Committees of the 122 018, Haryana
Board which were not accepted by the Board Toll free: 18003094001
Tel : 0124 - 3923000
E-Mail:einward.ris@
Nil- All recommendations of the Committees of the E-mail: info@
kfintech.com
Board were duly accepted by the Board. ambergroupindia.com
Website : www.
z) Disclosure in relation to Sexual Harassment of women
ambergroupindia.com
at workplace (prevention, prohibition and Redressal)
Act, 2013: ab) List of Credit Ratings

a. Number of complaints filed during financial year You may refer Director’s Report for Credit ratings
2021-22: 0 issued during the financial year 2021-22.

b. Number of complaints disposed of during ac) Total fees for all services paid by the listed entity
financial year 2021-22: 0 and its subsidiaries, on a consolidated basis, to the
c. Number of complaints pending as on end of the statutory auditor and all entities in the network firm /
financial year 2021-22 :0 network entity of which the statutory auditor is a part
The details of total fees for all services paid by the
aa) Consolidation of folios and avoidance of multiple
Company and its subsidiaries, on a consolidated basis,
mailing
to the statutory auditor and all entities in the network
In order to enable the Company to reduce costs and
firm / network entity of which the statutory auditor is a
duplication of efforts for investor servicing, members
part, are as follows:
who may have more than one folio in their individual
name or jointly with other persons mentioned in the

121
ANNEXURE - H (Contd.)

financial year financial year

Type of Service
2021 - 2022 2020 – 2021
Audit fees* ` 97.80 ` 90.20#
Others expenses ` 0.62 ` 2.63
Total ` 98.42 ` 92.83
* Includes limited review fees.
# Excludes fees paid to statutory auditor of ` 32 Lakh for QIP related services.
VIII. GENERAL BODY MEETINGS:

a). Annual General Body Meetings of the Company

Annual General Meetings (“AGM”) held during the past 3 years:
AGM Year Date Time Special Resolution passed
29th@ 2018 -19 23 August 11:00 A.M. Following Special Resolution(s) was passed:
2019 1. Re-appointment of Dr. Girish Kumar Ahuja (DIN: 00446339) as an
Independent Director of the Company;
2. Re-appointment of Ms. Sudha Pillai (DIN: 02263950) as an
Independent Director of the Company;
3.  R
 e-appointment of Mr. Satwinder Singh (DIN: 00164903) as an
Independent Director of the Company;
4. A
 pproval of Inter-corporate loans, Investments, Guarantee or security
and acquisition;
5. Approval under Section 185 of Companies Act, 2013.
30th# 2019 - 20 4 September 12:00 Following Special Resolution was passed :
2020 Noon 1. Raising of funds upto ` 500 Crore through issue of securities
31st # 2020 -21 9 September 12:00 None
2021 Noon
Note : @ Meeting was held at Eagle Motel, Grand Trunk Road, Rajpura, Punjab 140401
# Meeting was held through Video Conference

b) No Extraordinary General Meeting were held during the accordance with the materiality policy of the Company
financial year 2021 – 22. of related party transactions.

c) Postal Ballot: None. For details on the Related Party Transactions please
refer the notes to financial statements, forming part of
Further, no special resolution is proposed to be
the Annual Report.
conducted through Postal ballot, as on date of this
Report. None of the transactions with any of related parties
were in conflict with the Company’s interest. The
IX. OTHER DISCLOSURES Company’s materiality Policy on Related Party
Transactions is available on the Company’s website at
Material Related Party Transactions:
http://www.ambergroupindia.com/policy-materiality-
The Company’s major related party transactions dealing-related-party-transactions
are generally with its wholly owned subsidiaries and
The required statements / disclosures, with respect
subsidiaries. The related party transactions are entered
to the related party transactions, are placed before
into based on consideration of various business
the Audit Committee and the Board of Directors, on
exigencies, such as synergy in operations. All the
quarterly basis in terms of Regulation 23(3) of the
arrangements / transactions entered by the Company
SEBI (LODR) Regulations and other applicable laws
during the financial year with related parties were in
for approval / information. Prior Omnibus approval is
the ordinary course of business and at an arm’s length
obtained for Related Party Transactions which are of
basis. During the year under review, the Company had
repetitive nature. Further, as per Regulation 23(9) of
entered into contract/ arrangement / transaction with
the SEBI (LODR) Regulations, the Company has also
related parties which could be considered material in
filed the related party transactions on a consolidated

122
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
basis as per the timelines specified under the said direct reporting of Internal Auditor of the Company to
regulations. the Audit Committee of the Board of Directors.

Details of non-compliance by the Company, penalties, Also, certificate from Practicing Company Secretary has

STATUTORY REPORTS
and strictures imposed on the Company by stock been obtained to the effect that none of the Directors
exchange or SEBI, or any statutory authority, on any on the Board of the Company have been debarred or
matter related to capital markets disqualified from being appointed or continuing as
Directors of the Company by the Board or Ministry of
There has not been any non-compliance, penalties
Corporate Affairs or any other Statutory Authorities.
or strictures imposed on the Company by the Stock
The said certificate is annexed to this Report.
Exchanges, SEBI or any other statutory authority, on

FINANCIAL STATEMENTS
any matter relating to the capital markets during the Non-compliance of any requirements of Corporate
last three years. Governance report

Vigil Mechanism / Whistle Blower Policy The Company has not made any non- compliance of
any requirement of Corporate Governance Report.
The Company has adopted “Whistle Blower Policy”
which provides a vigil mechanism for dealing with Confirmation of Compliance with the Corporate
instances of fraud, mismanagement, unethical behavior, Governance Requirements specified in Regulation 17
actual or suspected violation of the Company’s code of to 27 and Clauses (B) to (I) of Sub-Regulation 2 of
conduct. Regulation 46 of SEBI (LODR) Regulations :
This Policy is the Company’s statement of values and The Company is in compliance with the requirements
represents the standard of conduct which all employees stipulated under Regulation 17 to 27 read with
are expected to observe in their business endeavours. Schedule V and clauses (b) to (i) of sub-regulation
The Policy reflects the Company’s commitment to (2) of Regulation 46 of SEBI (LODR) Regulations, as
principles of integrity, transparency and fairness. The applicable, with regard to corporate governance.
Company hereby affirms that no Director/employee
Certificate on Corporate Governance
have been denied access to the Chairman of the Audit
Committee. There was no complaint received through As required by Schedule V of the SEBI (LODR)
the said mechanism during the financial year 2021-22. Regulation, the Certificate on Corporate Governance
issued by Practicing Company Secretary is annexed to
This Policy is overseen by the Audit Committee. Through
the Board’s report.
the said Policy, Directors and employees can report
concerns of unethical behavior, actual or suspected Discretionary requirements
fraud or violation of the Company’s ‘Code of Conduct’. The status of compliance with discretionary
The said Policy provides adequate safeguards to the recommendations of the Regulation 27 of the SEBI
Whistle Blower against victimisation. The Whistle (LODR) Regulations, with Stock Exchanges is provided
Blower Policy has also been uploaded on the website below :
of the Company at http://www.ambergroupindia.com/ a) The Chairperson/Chief Executive Officer and
whistle-blower-policy/ Managing Director of the Company are entitled to
Also, during the year, the Company organised seek any advice and consultancy in relation to the
workshop/training programme for its employees and performance of his duties and is also entitled to
staff to create awareness on sexual harassment law. claim reimbursement of the expenses incurred in
Compliance with mandatory requirements and this regard and other office facilities.
adoption of the non-mandatory requirements of the b) As the quarterly and half yearly financial
SEBI (LODR) Regulations performance along with significant events are
The Company has complied with mandatory published in the newspapers and are also posted
requirement of the SEBI (LODR) Regulations. In on the Company’s website, the same are not
compliance with the said Regulations, the Company being sent to the shareholders.
has obtained a certificate from Practicing Company c) No modified opinion has been expressed on the
Secretary regarding compliance of conditions of financial statements for the financial year ended
Corporate Governance. The said certificate is annexed 31 March 2022 by the Statutory Auditors of the
to this Report. The Company has also adopted the Company.
non-mandatory requirements specified under Part E d) The Company has appointed separate persons on
of Schedule II of SEBI (LODR) Regulations regarding the posts of Chairperson and Managing Director.

123
ANNEXURE - H (Contd.)

e) The Internal Auditor of the Company attends Management personnel of the Company. Pursuant
the meeting of the Audit Committee on regular to Regulation 26(5) of the SEBI (LODR) Regulations,
basis and provides its report directly to the Audit all members of senior management have confirmed
Committee. that there are no material, financial and commercial
transactions wherein they have a personal interest that
Declaration for Affirmance of Compliance with Code
may have a potential conflict with the interest of the
of Conduct
Company at large. Pursuant to Regulation 26(3) of the
In compliance with Regulation 17 of the SEBI (LODR) SEBI (LODR) Regulations, all the Board members and
Regulations and the Act, the Company has framed and senior management of the Company as on 31 March
adopted a Code of Conduct for all Directors and Senior 2021 have affirmed compliance with their respective
Management personnel. The code is available on the Codes of Conduct. A declaration to this effect, duly
Company’s website www.ambergroupindia.com. The signed by the Chairman and Chief Executive Officer is
Code is applicable to all Board members and Senior as below

Declaration by Chairman and Chief Executive Officer (Regulation 34(3) read with Schedule V (Part D) of the SEBI (LODR)
Regulations
Amber Enterprises India Limited is committed to conducting its business in accordance with the applicable laws, rules and
regulations and with highest standards of business ethics. The Company has adopted a Code of Conduct (the Code) which is
applicable to all directors, officers and employees.
I hereby certify that the Board members and senior management personnel of the Company have affirmed compliance with
the Code of Conduct for the financial year ended 31 March 2022.

For and on behalf of the Board of Directors

For Amber Enterprises India Limited

Jasbir Singh
Place : Gurugram Chairman & CEO and Director
Date : 13 May 2022 DIN : 00259632

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 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE - H (Contd.)

CORPORATE OVERVIEW
To
The Board of Directors
Amber Enterprises India Limited

STATUTORY REPORTS
Sub : Compliance Certificate in terms of Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
We the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Amber Enterprises
India Limited (“the Company”) to the best of our knowledge and belief certify that:

FINANCIAL STATEMENTS
A. We have reviewed financial statements and the cash flow statement of Amber Enterprises India Limited (standalone and
consolidated) for the financial year ended 31 March 2022 and that to the best of our knowledge and belief we state that:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(2) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company
during financial year ended 31 March 2022 which are fraudulent, illegal or violative of the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have
disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any,
of which we are aware and the steps which we have taken or proposed to take to rectify these deficiencies.
D. We have indicated, based in our most recent evaluation, wherever applicable, to the auditors and the Audit committee:
(1) Significant changes, if any, in internal control over financial reporting during the year ended 31 March 2022;
(2) Significant changes, if any, in the accounting policies during the year ended 31 March 2022 and that the same have
been disclosed in the notes to the financial statements; and
(3) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having significant role in the Company’s internal control system over financial reporting.

For Amber Enterprises India Limited

Date: 13 May 2022 (Jasbir Singh) (Sudhir Goyal)

Place: Gurugram Chairman and Chief Executive Officer Chief Financial Officer

Declaration by Chairman and Chief Executive Officer (Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended)
This is to certify that the Company has laid down a Code of Conduct (the Code) for all Board members and Senior Management
Personnel of the Company and a copy of the Code is uploaded on the Company’s website viz. www.ambergroupindia.com.
It is further confirmed that all the Directors and the Senior Management Personnel have affirmed compliance with the Code for
the financial year ended 31 March 2022.

For and on behalf of the Board of Directors

For Amber Enterprises India Limited

Jasbir Singh
Date: 13 May 2022 Chairman and Chief Executive Officer
Place: Gurugram DIN: 00259632

125
ANNEXURE - I

To
The Members
Amber Enterprises India Limited

Compliance Certificate from Practicing Company Secretary Regarding Compliance of Conditions of Corporate
Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(“SEBI (LODR) Regulations”)

We have examined the compliance of conditions of Corporate Governance by Amber Enterprises India Limited (“the Company”),
for the financial year ended 31 March 2022 as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation
46(2) and Para C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“SEBI (LODR) Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of
the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has substantially complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses
(b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the SEBI (LODR) Regulations, the compliances of which needs
to be further strengthened.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

Sd/-
(Amit Chaturvedi)
Amit Chaturvedi & Associates
Company Secretaries in whole time practice
Date: 13 May 2022 Membership No. F10342
Place: New Delhi COP No. 14332

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 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

CORPORATE OVERVIEW
CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

STATUTORY REPORTS
CERTIFICATE
(Pursuant to clause 10 of Part C of Schedule V of LODR)

To
The Members

FINANCIAL STATEMENTS
Amber Enterprises India Limited

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Amber
Enterprises India Limited (CIN: L28910P81990PLC010265) and having registered office at C-1, Phase II, Focal Point, Rajpura
Town – 140 401, Punjab (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub clause 10(i) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and
its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the financial year
ended 31 March 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Name of the Director DIN Date of Appointment

Mr. Jasbir Singh 00259632 1 October 2004
Mr. Daljit Singh 02023964 1 January 2008
Mr. Manoj Kumar Sehrawat 02224299 12 January 2017
Dr. Girish Kumar Ahuja 00446339 20 September 2017
Mr. Satwinder Singh 00164903 20 September 2017
Ms. Sudha Pillai 02263950 20 September 2017
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
This certificate is based on the information and records available up to this date and we have no responsibility to update this
certificate for the events and circumstances occurring after the date of the certificate.

Sd/-
Amit Chaturvedi
Amit Chaturvedi & Associates
Company Secretaries in whole time practice
Place : New Delhi Membership No. A28556
Date : 13 May 2022 COP- 14332

127
ANNEXURE - J

Information as per Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, and
forming part of the Board Report for the financial year ended 31 March 2022.

(A) Conservation of Energy

(i) Steps taken or impact on In the pursuit of continual improvement in energy conservation, many initiatives as
conservation of energy listed below have been taken in the financial year 2021 – 22 for energy conservation
and preservation of natural resources:
• VFD Installation on blower motor at HE Shop;
• Motor removed from N2 Plant, water rinsing station & cooling tower;
• Putting oven at energy saving mode while oven is in idle condition;
• Timers Installed for admin office air conditions for automatic switch off and
aluminum fabricated cabin replaced with Puff cabin;
• Installed VFDs in various motors (Cooling Tower, Granulators) to reduce electricity
consumption;
• 20 Solar Lights installed at outside perimeter for electricity;
• Oven Exhaust air (Flu Gas) is being reused to reduce by providing the loop;
• VRV Installed in placed of 11 tr. AC for MI Shop Floor;
Programs for improving energy efficiency:
• Thrust on use of renewable energy in manufacturing units;
• Use of natural lighting and natural ventilation;
• Encouraging go green initiative in the plants;
• Rain water harvesting, reduce usage and recycling of water;
• Thrust on zero waste to land fill and circular economy;
• Section wise energy meter installation and monitoring on daily basis to control the
consumption.
(ii) The steps taken by the Company • Usage of solar power replacing 30% of conventional power consumption (Jhajjar
for utilising Alternate Sources of Dehradun and Pune Units);
Energy • Transparent sheets installed for electricity saving in day time;
• Re-usage of RO waste water in task such as floor cleaning & urinals;
• Adoption of pond and its maintenance at Greater Noida;
• Re-usage of used DM water via regeneration plant to make DM water again;
• Diesel consumption minimised by adding battery operated forklifts & stackers on
shop floor.
(iii) Capital investment on energy Negligible investments have been made.
conservation equipment
(B) Technology Absorption
(i) Efforts made towards technology Your Company is committed towards technology driven innovation and lays strong
absorption emphasis on inculcating an innovation driven culture within the organisation.
During the financial year under review, the Company continued to work on technology
up gradation and capability development in the critical areas of better star rating
(energy efficiency), low power consumption and lesser global warming (environment
friendly).
The efforts made are given below :
• New Cassette AC Light Commercial AC’s category launched with “fully Indigenous
Indoor and Outdoor Units”; Development done for both fixed speed and Energy
Efficient Inverter series;
• New Fan Coil Units, Small Ductable and Big Ductable AC’s, Light and Heavy
Commercial AC’s category launched with “fully Indigenous Indoor and Outdoor
Units”; in compliance with Bureau of Indian Standards (“BIS”) and Quality control
order (“QCO”) norms;
• VRF new Product development completed of both 6 HP Multi Split and Real VRF
versions with R410a refrigerant. Further Development is in progress for 10 HP
capacity VRF model;

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 AMBER ENTERPRISES INDIA LIMITED
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ANNEXURE - J (Contd.)

CORPORATE OVERVIEW
• High Energy efficient 18K Btu/Hr Outdoor Chassis launched with 5mm Heat
Exchanger and efficient Inverter Compressor;
• Make in India (high efficiency and Economic) series development work in progress
for USA Export market;

STATUTORY REPORTS
Such efforts would help in ensuring that the Company’s products retain their
competitive edge in the market for years to come.
(ii) The benefits derived like product The efforts taken by the Company towards technology development and absorption
improvement, cost reduction, help deliver competitive advantage to the Company through the launch of new products
product development or import and variants, introduction of new features and improvement of product performance.
substitution Some examples of results delivered in the financial year 2021 - 22 are :

FINANCIAL STATEMENTS
• Development in progress for smaller size Indoor Unit using less plastic than
conventional units (Product Improvement & Cost Innovation);
• High Energy efficient 18K BTU/HR Outdoor Chassis launched with 5mm Heat
Exchanger and efficient Inverter Compressor;
• First Make in India controller/PCB solution developed for Inverter AC models
(12K/18K BTU/HR).
(iii) In case of imported technology No technology has been imported during the last 3 years by the Company.
(imported during the last
three years reckoned from the
beginning of the financial year)
(iv) the expenditure incurred on Expenses incurred on research and developments are booked under respective general
Research and Development accounting heads.
(C) Foreign exchange earnings and Outgo:
(Amount in Lakh)
Particulars financial year 2021-22 financial year 2020-21
Foreign Exchange earned in terms of actual inflows during the year ` 1,269.81 ` 588.21
Foreign Exchange outgo during the year in terms of actual outflows ` 130,896.68 ` 66,344.58

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, G - 45, Sliver Oak Avenue, DLF City, Phase - I,
Date : 13 May 2022 Dehradun – 248006, Uttarakhand Gurugram – 122002, Haryana

129
 FINANCIAL
STATEMENTS
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

INDEPENDENT AUDITOR’S REPORT

CORPORATE OVERVIEW
TO THE MEMBERS OF AMBER ENTERPRISES INDIA are further described in the Auditor’s Responsibilities
LIMITED for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL Company in accordance with the Code of Ethics issued

STATUTORY REPORTS
STATEMENTS by the Institute of Chartered Accountants of India
Opinion (‘ICAI’) together with the ethical requirements that are
relevant to our audit of the financial statements under
1. We have audited the accompanying standalone
the provisions of the Act and the rules thereunder, and
financial statements of Amber Enterprises India
we have fulfilled our other ethical responsibilities in
Limited (‘the Company’), which comprise the Balance
accordance with these requirements and the Code

STANDALONE FINANCIAL STATEMENTS

Sheet as at 31 March 2022, the Statement of Profit
of Ethics. We believe that the audit evidence we have
and Loss (including Other Comprehensive Income),
obtained is sufficient and appropriate to provide a
the Statement of Cash Flow and the Statement of
basis for our opinion.
Changes in Equity for the year then ended, and a
summary of the significant accounting policies and Emphasis of Matter – COVID-19
other explanatory information. 4. We draw attention to Note 53(ii)(D) to the accompanying
2. In our opinion and to the best of our information and standalone financial statements, which describes the
according to the explanations given to us, the aforesaid effects of uncertainties relating to the outbreak of
standalone financial statements give the information COVID - 19 pandemic and management’s evaluation
required by the Companies Act, 2013 (‘the Act’) in the of the impact on the Company’s operations and the
manner so required and give a true and fair view in accompanying standalone financial statements
conformity with the Indian Accounting Standards of the Company as at the balance sheet date, the
(‘Ind AS’) specified under section 133 of the Act, read extent of which is significantly dependent on future
with the Companies (Indian Accounting Standards) developments. Our opinion is not modified in respect
Rules, 2015 and other accounting principles generally of this matter.
accepted in India, of the state of affairs of the Key Audit Matters
Company as at 31 March 2022, and its profit (including
5. Key audit matters are those matters that, in our
other comprehensive income), its cash flows and the
professional judgment, were of most significance in
changes in equity for the year ended on that date.
our audit of the standalone financial statements of the
Basis for Opinion current period. These matters were addressed in the
3. We conducted our audit in accordance with the context of our audit of the financial statements as a
Standards on Auditing specified under section 143(10) whole, and in forming our opinion thereon, and we do
of the Act. Our responsibilities under those standards not provide a separate opinion on these matters.

131
INDEPENDENT AUDITOR’S REPORT (Contd.)

6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Impairment assessment of investments in Our audit procedures included, but were not limited to the following:
subsidiary companies a) We obtained an understanding of the management process
As described in Note 2 and 9 to the standalone for identification of possible impairment indicators and process
financial statements, as at 31 March 2022, performed by the management for impairment tests;
the Company has investments aggregating b) We understood, evaluated and tested the controls around
INR 39,812.16 lakh in its subsidiary companies. management’s assessment of the impairment indicators and
In view of the above, the management of the the impairment tests performed;
Company, during the year ended 31 March 2022,
c) We reconciled the cash flow projections to the business plans
has carried out an impairment test for such
approved by the Company’s Board of Directors;
investments, whereby the carrying amount of the
investments were compared with their fair values d) We challenged the management on the underlying assumptions
for which the management has prepared detailed used for the cash flow projections including the expected
cash flow projections, based on business plans of growth rates, considering evidence available to support these
the subsidiary companies, expected growth rates assumptions and our understanding of the business;
in the business and other market related factors e) We assessed the reasonableness of the assumptions used and
including the discount rates, etc. appropriateness of the valuation methodology applied. Tested
While the above impairment test resulted in an the discount rates and long-term growth rates used in the
impairment provision to the extent of the net forecast vis-a-vis industry forecasts and the recent changes in
carrying value of the investment in Appserve economic environment, where deemed appropriate;
Appliance Private Limited aggregating INR 170 f) We involved auditor’s experts to assess the appropriateness of the
lakh had already been recognised in the previous valuation model used by the management and the assumptions
years. used relating to discount rates, risk premium, industry growth
Considering the materiality of the amounts involved, rates, etc., to assess their reasonability;
significant degree of judgement and subjectivity g) We evaluated the sensitivity analysis performed by management
involved in the estimates and key assumptions in respect of the key assumptions such as discount and growth
used in determining the cash flows used in the rates to ensure that there was sufficient headroom with respect
impairment evaluation, we have determined to the estimation uncertainty impact of such assumptions on
impairment of such non-current investments as a the calculation;
key audit matter. h) We assessed the appropriateness and adequacy of the
disclosures made by the management for the impairment
losses recognised in accordance with applicable Indian
Accounting Standards.

132
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

INDEPENDENT AUDITOR’S REPORT (Contd.)

CORPORATE OVERVIEW
Key audit matter How our audit addressed the key audit matter
Product development - Intangible assets Our audit work included, but was not restricted to performing the
As disclosed in note 2, 7 and 8 to the standalone following procedures:

STATUTORY REPORTS
financial statements, the Company develops a) We obtained an understanding of management’s process for
various product models and performs trial runs assessing costs forming part of research and development
for enhancing their performance and increasing activities and whether such costs meet recognition criteria in
their efficiency. The Company has a research and terms with Indian Accounting Standard 38, Intangible Assets;
development department, which oversees such b) We assessed the design and implementation of controls in
development process and conducts trial runs. The respect of expenses incurred for trial runs, in addition to testing

STANDALONE FINANCIAL STATEMENTS

Company has capitalised INR 3,158.80 lakh during the effectiveness of key controls operating across the business;
the year ended 31 March 2022 under intangible
c) We obtained a schedule of all the costs capitalised by the
assets and intangible assets under development,
company and on test-check basis, verified that the cost of
which comprises of raw material cost (net of scrap
only those raw materials, that have been used for the purpose
sales) and certain attributable overheads. The
of development activities and trial runs, were capitalised, as
Company capitalises the product models when
applicable;
they are ready for sale in the active market.
d) We also assessed the reasonableness of overheads allocated
Such developmental activities represent a
along with consumption of raw material;
significant part of the business and the Company
uses judgement to determine classification of e) We further evaluated the commercial viability of the product
expenditure into research and development phase by considering other information obtained during the audit,
wherein, as per the applicable accounting guidance, including products being developed in previous years, the
expenditure incurred on research activities is stage of related sales prospects and, where appropriate, the
required to be recognised in the statement of level of sales generated to determine whether the status
profit and loss and development costs may be and performance of developed products corroborated
capitalised, subject to specific conditions. Such management’s assertions over the technical feasibility and the
assessment includes assessing whether the ability to generate ‘probable’ future economic benefits;
product being developed is commercially feasible, f) We also ensured that the carrying value of these intangible assets
whether the Company has adequate technical, under development will be fully recovered by the Company
financial and other required resources to complete and there are no impairment indicators for these assets.
the development and whether the costs will be fully For this assessment, we obtained the product assessment
recovered through future sale of the product. which are being currently developed by the Company and
Considering the materiality of the amounts, discussed the same with the management, including research
significant judgement involved in determining the and development personnel. Also, we reviewed the product
appropriate quantum of development expenses assessment in reference to developed products, which were
to be capitalised, including those incurred on trial capitalised in the earlier years and being currently sold by the
runs, this matter has been considered as a key Company;
audit matter for the current year audit. g) We have evaluated the adequacy of disclosures made by the
Company in the financial statements in view of the requirements
as specified in the Indian Accounting Standards.

133
INDEPENDENT AUDITOR’S REPORT (Contd.)

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

134
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

INDEPENDENT AUDITOR’S REPORT (Contd.)

CORPORATE OVERVIEW
• Conclude on the appropriateness of Board of 17. As required by the Companies (Auditor’s Report) Order,
Directors’ use of the going concern basis of 2020 (‘the Order’) issued by the Central Government of
accounting and, based on the audit evidence India in terms of section 143(11) of the Act, we give in
obtained, whether a material uncertainty exists the Annexure I a statement on the matters specified

STATUTORY REPORTS
related to events or conditions that may cast in paragraphs 3 and 4 of the Order, to the extent
significant doubt on the Company’s ability to applicable.
continue as a going concern. If we conclude that 18. Further to our comments in Annexure I, as required by
a material uncertainty exists, we are required section 143(3) of the Act, based on our audit, we report,
to draw attention in our auditor’s report to the to the extent applicable, that:
related disclosures in the financial statements or,

STANDALONE FINANCIAL STATEMENTS

a) We have sought and obtained all the information
if such disclosures are inadequate, to modify our
and explanations, which to the best of our
opinion. Our conclusions are based on the audit
knowledge and belief were necessary for the
evidence obtained up to the date of our auditor’s
purpose of our audit of the accompanying
report. However, future events or conditions may
standalone financial statements;
cause the Company to cease to continue as a
going concern; b) In our opinion, proper books of account as
required by law have been kept by the Company
• Evaluate the overall presentation, structure and
so far as it appears from our examination of those
content of the financial statements, including the
books;
disclosures, and whether the financial statements
represent the underlying transactions and events c) The standalone financial statements dealt with
in a manner that achieves fair presentation; by this report are in agreement with the books of
account;
13. We communicate with those charged with governance
regarding, among other matters, the planned scope d) In our opinion, the aforesaid standalone financial
and timing of the audit and significant audit findings, statements comply with Ind AS specified under
including any significant deficiencies in internal control section 133 of the Act;
that we identify during our audit. e) On the basis of the written representations
14. We also provide those charged with governance with received from the directors and taken on record
a statement that we have complied with relevant by the Board of Directors, none of the directors
ethical requirements regarding independence, and to is disqualified as on 31 March 2022 from being
communicate with them all relationships and other appointed as a director in terms of section 164(2)
matters that may reasonably be thought to bear on of the Act;
our independence, and where applicable, related f) With respect to the adequacy of the internal
safeguards. financial controls with reference to financial
15. From the matters communicated with those charged statements of the Company as on 31 March 2022
with governance, we determine those matters that and the operating effectiveness of such controls,
were of most significance in the audit of the financial refer to our separate Report in Annexure II wherein
statements of the current period and are therefore we have expressed an unmodified opinion; and
the key audit matters. We describe these matters g) With respect to the other matters to be included in
in our auditor’s report unless law or regulation the Auditor’s Report in accordance with rule 11 of
precludes public disclosure about the matter or when, the Companies (Audit and Auditors) Rules, 2014
in extremely rare circumstances, we determine that (as amended), in our opinion and to the best of our
a matter should not be communicated in our report information and according to the explanations
because the adverse consequences of doing so would given to us:
reasonably be expected to outweigh the public interest i. The Company, as detailed in note 44 to
benefits of such communication. the standalone financial statements, has
Report on Other Legal and Regulatory Requirements disclosed the impact of pending litigations
on its financial position as at 31 March 2022;
16. As required by section 197(16) of the Act, based
on our audit, we report that the Company has paid ii. The Company did not have any long-term
remuneration to its directors during the year in contracts including derivative contracts for
accordance with the provisions of and limits laid down which there were any material foreseeable
under section 197 read with Schedule V to the Act. losses as at 31 March 2022; and

135
INDEPENDENT AUDITOR’S REPORT (Contd.)

iii. There were no amounts which were required belief, as disclosed in note 60(ix) to
to be transferred to the Investor Education the standalone financial statements,
and Protection Fund by the Company during no funds have been received by the
the year ended 31 March 2022. Company from any person(s) or
iv. a. The management has represented entity(ies), including foreign entities
that, to the best of its knowledge and (‘the Funding Parties’), with the
belief, as disclosed in note 60(viii) to understanding, whether recorded in
the standalone financial statements, no writing or otherwise, that the Company
funds have been advanced or loaned or shall, whether directly or indirectly, lend
invested (either from borrowed funds or or invest in other persons or entities
securities premium or any other sources identified in any manner whatsoever
or kind of funds) by the Company to or by or on behalf of the Funding Party
in any person(s) or entity(ies), including (‘Ultimate Beneficiaries’) or provide any
foreign entities (‘the intermediaries’), guarantee, security or the like on behalf
with the understanding, whether of the Ultimate Beneficiaries; and
recorded in writing or otherwise, that the c. Based on such audit procedures
intermediary shall, whether, directly or performed as considered reasonable
indirectly lend or invest in other persons and appropriate in the circumstances,
or entities identified in any manner nothing has come to our notice that
whatsoever by or on behalf of the has caused us to believe that the
Company (‘the Ultimate Beneficiaries’) management representations under
or provide any guarantee, security sub-clauses (a) and (b) above contain
or the like on behalf of the Ultimate any material misstatement.
Beneficiaries; v. The Company has not declared or paid any
b. The management has represented dividend during the year ended 31 March
that, to the best of its knowledge and 2022.

For Walker Chandiok & Co LLP

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

Sandeep Mehta
Partner
Place: Chandigarh Membership No.: 099410
Date: 13 May 2022 UDIN: 22099410AJWBUL4199

136
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE I

CORPORATE OVERVIEW
Annexure I referred to in Paragraph 17 of the Independent (d) The Company has not revalued its property,
Auditor’s Report of even date to the members of Amber plant and equipment and right of use assets or
Enterprises India Limited on the standalone financial intangible assets during the year.
statements for the year ended 31 March 2022

STATUTORY REPORTS
(e) No proceedings have been initiated or are
In terms of the information and explanations sought by us pending against the Company for holding any
and given by the Company and the books of account and benami property under the Benami Transactions
records examined by us in the normal course of audit, and to (Prohibition) Act, 1988 (45 of 1988) and rules
the best of our knowledge and belief, we report that: made thereunder. Accordingly, reporting under
(i) (a) (A) The Company has maintained proper clause 3(i)(e) of the Order is not applicable to the
Company.

STANDALONE FINANCIAL STATEMENTS

records showing full particulars, including
quantitative details and situation of property, (ii) (a) The management has conducted a physical
plant and equipment and right of use assets. verification of inventory at reasonable intervals
(B) The Company has maintained proper during the year, except for goods-in-transit
records showing full particulars of intangible aggregating to INR 4,774.27 lacs as at 31 March
assets. 2022, which have not been verified during the year.
No discrepancies of 10% or more in the aggregate
(b) The Company has a regular program of physical
for each class of inventory were noticed. However,
verification of its property, plant and equipment
in respect of inventories which were not physically
and right of use assets under which the assets are
verified we are unable to comment on the
physically verified in a phased manner over a period
discrepancies which could have arisen between
of 3 years, which, in our opinion, is reasonable
physical inventory and book records.
having regard to the size of the Company and
the nature of its assets. In accordance with this (b) The Company has a working capital limit in
program, certain property, plant and equipment excess of INR 5 crore sanctioned by banks based
and right of use assets were verified during the on the security of current assets. The quarterly
year and no material discrepancies were noticed returns/statements, in respect of the working
on such verification. capital limits have been filed by the Company
with such banks and/or financial institutions and
(c) The title deeds of all the immovable properties
such returns/statements are in agreement with
held by the Company (other than properties
the books of account of the Company for the
where the Company is the lessee and the lease
respective periods, which were subject to audit.
agreements are duly executed in favour of the
lessee) are held in the name of the Company.

(iii) (a) The Company has provided loans or advances in the nature of loans and guarantee to Subsidiaries and others as per
details given below:
Amount in INR lakh
Particulars Guarantees Security Loans Advances in
nature of loans
Aggregate amount during the
year
- Subsidiaries 35,950.00 - 3,203.00 -
- Others - - - -
Balance outstanding as at
balance sheet date
- Subsidiaries 24,986.21 - 5,767.36 -
- Others - - 50.00 -

(b) The Company has not given any security or granted any advances in the nature of loans during the year. In our
opinion, and according to the information and explanations given to us, the investments made, guarantees provided,
and terms and conditions of the grant of all loans are, prima facie, not prejudicial to the interest of the Company.
(c) In respect of loans and advances in the nature of loans granted by the Company, the schedule of repayment of
principal and payment of interest has been stipulated and principal amount is not due for repayment currently,
however, the receipts of the interest are regular.

137
ANNEXURE I (Contd.)

(d) There is no overdue amount in respect of loans or advances in the nature of loans granted to such companies, firms,
LLPs or other parties.
(e) The Company has granted loan which had fallen due during the year and such loan was extended during the year.
The details of the same has been given below:

Name of the party Nature of Total loan Nature of Aggregate Percentage of

loan amount extension amount of the aggregate to
(i.e. renewed/ overdues of the total loans or
extended/fresh existing loans advances in the
loan provided) renewed or nature of loans
extended or granted during the
settled by fresh year
loans
DSP Works Automation Unsecured ` 50.00 lakh Extended ` 50.00 lakh 1.56%
and Wireless Solutions loan
Private Limited

(f) The Company has not granted any loan or advance in the nature of loan, which is repayable on demand or without
specifying any terms or period of repayment.
(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the
provisions of sections 185 and 186 of the Act in respect of loans, investments, guarantees and security, as applicable.
(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits
or there is no amount which has been considered as deemed deposit within the meaning of sections 73 to 76 of the Act
and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the
Order is not applicable to the Company.
(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in
respect of the products of the Company. We have broadly reviewed the books of account maintained by the Company
pursuant to the Rules made by the Central Government for the maintenance of cost records and are of the opinion that,
prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed
examination of the cost records with a view to determine whether they are accurate or complete
(vii) (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including
goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been
regularly deposited with the appropriate authorities by the Company, though there have been slight delays in a few
cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of
more than six months from the date they became payable.

138
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE I (Contd.)

CORPORATE OVERVIEW
(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a)
which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statute Nature of Gross Amount Amount paid Period to which Forum where

STATUTORY REPORTS
dues (in INR lakh) under Protest the amount dispute is pending
(in INR lakh) relates
Income-Tax Act, 1961 Income Tax 37.81 - AY 2010-11 Income Tax Appellate
AY 2011-12 Tribunal, Chandigarh
AY 2012-13
Punjab Municipal Act, Octroi 15.58 - FY 2006-07 Hon’ble High Court of

STANDALONE FINANCIAL STATEMENTS

1911 Punjab & Haryana.
Central Excise Act, Excise duty 24.39 2.79 FY 2013-14 Assistant
1944 FY 2014-15 Comissioner, Central
Excise, Noida
GST Act 2017 Goods and 35.94 35.94 FY 2019-20 Joint Commissioner
Service Tax FY 2021-22 (Appeal) – Dehradun,
Additional
Commissioner
(Appeal) – Agra &
Joint Commissioner
(Appeal) – Rudrapur
Central Sales Tax Act, Sales Tax 51.37 1.33 FY 2016-17 Joint commissioner
1956 & Maharashtra Appeal of State
Value Added Tax Act, Tax & Deputy
2002 Commissioner of
Sales Tax
Uttarakhand Value Sales Tax 15.39 3.35 FY 2011-12 Joint Commissioner
Added Tax Act, 2005 FY 2014-15 (Appeal) – Dehradun

Himachal Value Added Sales Tax 15.04 2.00 FY 2009-10 Additional

tax Act, 1968 Commissioner
(Appeal)

139
ANNEXURE I (Contd.)

(viii) According to the information and explanations given to (b) According to the information and explanations
us, no transactions were surrendered or disclosed as given to us, the Company has not made any
income during the year in the tax assessments under preferential allotment or private placement of
the Income Tax Act, 1961 (43 of 1961) which have not shares or (fully, partially or optionally) convertible
been recorded in the books of accounts. debentures during the year. Accordingly, reporting
(ix) (a) According to the information and explanations under clause 3(x)(b) of the Order is not applicable
given to us, the Company has not defaulted in to the Company.
repayment of its loans or borrowings or in the (xi) (a) To the best of our knowledge and according to the
payment of interest thereon to any lender. information and explanations given to us, no fraud
(b) According to the information and explanations by the Company or on the Company has been
given to us including and representation received noticed or reported during the period covered by
from the management of the Company, and on our audit.
the basis of our audit procedures, we report that (b) No report under section 143(12) of the Act has
the Company has not been declared a willful been filed with the Central Government for the
defaulter by any bank or financial institution. period covered by our audit.
(c) In our opinion and according to the information (c) According to the information and explanations
and explanations given to us, money raised by given to us including the representation made
way of term loans were applied for the purposes to us by the management of the Company, there
for which these were obtained. are no whistle-blower complaints received by the
(d) In our opinion and according to the information Company during the year.
and explanations given to us, and on an overall (xii) The Company is not a Nidhi Company and the Nidhi
examination of the financial statements of the Rules, 2014 are not applicable to it. Accordingly,
Company, funds raised by the Company on short reporting under clause 3(xii) of the Order is not
term basis have not been utilised for long term applicable to the Company.
purposes. (xiii) In our opinion and according to the information and
(e) According to the information and explanations explanations given to us, all transactions entered into by
given to us and on an overall examination of the Company with the related parties are in compliance
the financial statements of the Company, the with sections 177 and 188 of the Act, where applicable.
Company has not taken any funds from any entity Further, the details of such related party transactions
or person on account of or to meet the obligations have been disclosed in the standalone financial
of its subsidiaries. statements, as required under Indian Accounting
(f) According to the information and explanations Standard (Ind AS) 24, Related Party Disclosures
given to us, the Company has not raised any loans specified in Companies (Indian Accounting Standards)
during the year on the pledge of securities held in Rules 2015 as prescribed under section 133 of the Act.
its subsidiaries. (xiv) (a) In our opinion and according to the information
(x) (a) The Company has not raised any money by way of and explanations given to us, the Company has
initial public offer or further public offer (including an internal audit system as required under section
debt instruments), during the year. Accordingly, 138 of the Act which is commensurate with the
reporting under clause 3(x)(a) of the Order is not size and nature of its business.
applicable to the Company. (b) We have considered the reports issued by the
Internal Auditors of the Company till date for the
period under audit.

140
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE I (Contd.)

CORPORATE OVERVIEW
(xv) According to the information and explanation given to come to our attention, which causes us to believe that
us, the Company has not entered into any non-cash any material uncertainty exists as on the date of the
transactions with its directors or persons connected audit report that Company is not capable of meeting its
with them and accordingly, provisions of section 192 liabilities existing at the date of balance sheet as and

STATUTORY REPORTS
of the Act are not applicable to the Company. when they fall due within a period of one year from the
(xvi) The Company is not required to be registered under balance sheet date. We, however, state that this is not
section 45-IA of the Reserve Bank of India Act, 1934. an assurance as to the future viability of the company.
Accordingly, reporting under clause 3(xvi) of the Order We further state that our reporting is based on the
is not applicable to the Company. facts up to the date of the audit report and we neither
give any guarantee nor any assurance that all liabilities

STANDALONE FINANCIAL STATEMENTS

(xvii) The Company has not incurred any cash loss in the
falling due within a period of one year from the balance
current as well as the immediately preceding financial
sheet date, will get discharged by the company as and
year.
when they fall due.
(xviii) There has been no resignation of the statutory auditors
(xx) According to the information and explanations given to
during the year. Accordingly, reporting under clause
us, the Company does not have any unspent amount in
3(xviii) of the Order is not applicable to the Company.
respect of any ongoing or other than ongoing project as
(xix) According to the information and explanations given at the expiry of the financial year. Accordingly, reporting
to us and on the basis of the financial ratios, ageing under clause 3(xx) of the Order is not applicable to the
and expected dates of realisation of financial assets Company.
and payment of financial liabilities, other information
(xxi) The reporting under clause 3(xxi) is not applicable in
accompanying the standalone financial statements,
respect of audit of standalone financial statements
our knowledge of the plans of the Board of Directors
of the Company. Accordingly, no comment has been
and management and based on our examination of
included in respect of said clause under this report.
the evidence supporting the assumptions, nothing has

For Walker Chandiok & Co LLP

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

Sandeep Mehta
Partner
Place: Chandigarh Membership No.: 099410
Date: 13 May 2022 UDIN: 22099410AJWBUL4199

141
ANNEXURE II

Independent Auditor’s Report on the internal financial 4. Our audit involves performing procedures to obtain
controls with reference to the standalone financial audit evidence about the adequacy of the internal
statements under Clause (i) of Sub-section 3 of Section financial controls with reference to financial statements
143 of the Companies Act, 2013 (‘the Act’) and their operating effectiveness. Our audit of internal
1. In conjunction with our audit of the standalone financial financial controls with reference to financial statements
statements of Amber Enterprises India Limited (‘the includes obtaining an understanding of such internal
Company’) as at and for the year ended 31 March financial controls, assessing the risk that a material
2022, we have audited the internal financial controls weakness exists, and testing and evaluating the design
with reference to the standalone financial statements and operating effectiveness of internal control based
of the Company as at that date. on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment
Responsibilities of Management and Those Charged with of the risks of material misstatement of the financial
Governance for Internal Financial Controls statements, whether due to fraud or error.
2. The Company’s Board of Directors is responsible 5. We believe that the audit evidence we have obtained
for establishing and maintaining internal financial is sufficient and appropriate to provide a basis for
controls based on the internal financial controls over our audit opinion on the Company’s internal financial
financial reporting criteria established by the Company controls with reference to standalone financial
considering the essential components of internal statements.
control stated in the Guidance Note on Audit of Internal
Financial Controls over Financial Reporting (‘the Meaning of Internal Financial Controls with Reference to
Guidance Note’) issued by the Institute of Chartered Financial Statements
Accountants of India (‘ICAI’). These responsibilities 6. A company’s internal financial controls with reference
include the design, implementation and maintenance to financial statements is a process designed to
of adequate internal financial controls that were provide reasonable assurance regarding the reliability
operating effectively for ensuring the orderly and of financial reporting and the preparation of financial
efficient conduct of the Company’s business, including statements for external purposes in accordance with
adherence to the Company’s policies, the safeguarding generally accepted accounting principles. A company’s
of its assets, the prevention and detection of frauds internal financial controls with reference to financial
and errors, the accuracy and completeness of the statements include those policies and procedures
accounting records, and the timely preparation of that (1) pertain to the maintenance of records that,
reliable financial information, as required under the Act. in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
Auditor’s Responsibility for the Audit of the Internal
company; (2) provide reasonable assurance that
Financial Controls with Reference to Financial Statements
transactions are recorded as necessary to permit
3. Our responsibility is to express an opinion on the preparation of financial statements in accordance
Company’s internal financial controls with reference to with generally accepted accounting principles, and
standalone financial statements based on our audit. We that receipts and expenditures of the company are
conducted our audit in accordance with the Standards being made only in accordance with authorisations of
on Auditing issued by the Institute of Chartered management and directors of the company; and (3)
Accountants of India (‘ICAI’) prescribed under Section provide reasonable assurance regarding prevention or
143(10) of the Act, to the extent applicable to an audit timely detection of unauthorised acquisition, use, or
of internal financial controls with reference to financial disposition of the company’s assets that could have a
statements, and the Guidance Note on Audit of Internal material effect on the financial statements.
Financial Controls Over Financial Reporting (‘the
Guidance Note’) issued by the ICAI. Those Standards Inherent Limitations of Internal Financial Controls with
and the Guidance Note require that we comply with Reference to Financial Statements
ethical requirements and plan and perform the audit to 7. Because of the inherent limitations of internal financial
obtain reasonable assurance about whether adequate controls with reference to financial statements, including
internal financial controls with reference to financial the possibility of collusion or improper management
statements were established and maintained and override of controls, material misstatements due to
if such controls operated effectively in all material error or fraud may occur and not be detected. Also,
respects. projections of any evaluation of the internal financial

142
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE II (Contd.)

CORPORATE OVERVIEW
controls with reference to financial statements to future Opinion
periods are subject to the risk that the internal financial 8. In our opinion, the Company has, in all material respects,
controls with reference to financial statements may adequate internal financial controls with reference to
become inadequate because of changes in conditions,

STATUTORY REPORTS
financial statements and such controls were operating
or that the degree of compliance with the policies or effectively as at 31 March 2022, based on the internal
procedures may deteriorate. financial controls over financial reporting criteria
established by the Company considering the essential
components of internal control stated in the Guidance
Note issued by the ICAI.

STANDALONE FINANCIAL STATEMENTS

For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Sandeep Mehta
Partner
Place: Chandigarh Membership No.: 099410
Date: 13 May 2022 UDIN: 22099410AJWBUL4199

143
STANDALONE BALANCE SHEET
AS AT 31 MARCH 2022

(All amount in ` lakh unless stated otherwise)

Particulars Notes As at As at
31 March 2022 31 March 2021
ASSETS
Non-current assets
Property, plant and equipment 4 81,520.94 59,324.34
Capital work-in-progress 5 5,203.91 1,905.26
Investment property 6 - -
Other intangible assets 7 9,804.15 9,256.05
Intangible assets under development 8 1,283.63 553.61
Financial assets
Investments 9 50,140.57 39,358.54
Loans 10 5,767.36 2,548.56
Other financial assets 11 8,498.43 10,893.58
Income tax assets (net) 12 554.59 -
Other non-current assets 13 6,197.01 1,795.25
Total non-current assets 1,68,970.59 1,25,635.19
CURRENT ASSETS
Inventories 14 66,707.34 61,107.92
Financial assets
Investments 9 11,976.51 5,294.47
Trade receivables 15 1,12,648.19 92,074.35
Cash and cash equivalents 16 25,472.88 16,216.32
Other bank balances 17 23,118.53 10,602.71
Loans 18 142.01 162.79
Other financial assets 19 829.70 1,776.74
Other current assets 20 8,750.07 2,806.82
Total current assets 2,49,645.23 1,90,042.12
Total assets 4,18,615.82 3,15,677.31
EQUITY AND LIABILITIES
Equity
Equity share capital 21 3,369.37 3,369.37
Other equity 22 1,56,075.13 1,49,227.97
Total equity 1,59,444.50 1,52,597.34
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 23 23,653.49 12,082.79
Lease liabilities 24 2,712.02 867.71
Other financial liabilities 25 951.08 -
Provisions 26 509.92 401.72
Deferred tax liabilities (net) 27 4,365.89 3,267.93
Other non-current liabilities 28 150.59 178.14
Total non-current liabilities 32,342.99 16,798.29
Current liabilities
Financial liabilities
Borrowings 29 63,023.22 18,770.89
Trade payables 30
(a) Total outstanding dues of micro enterprises and small enterprises 378.19 519.39
(b) Total outstanding dues of creditors other than micro enterprises and 1,47,034.68 1,17,616.26
small enterprises
Lease liabilities 24 570.98 212.47
Other financial liabilities 31 8,885.18 2,957.38
Other current liabilities 32 6,776.82 5,285.78
Provisions 33 159.26 110.41
Income tax liabilities (net) 34 - 809.10
Total current liabilities 2,26,828.33 1,46,281.68
Total liabilities 2,59,171.32 1,63,079.97
Total equity and liabilities 4,18,615.82 3,15,677.31
Summary of significant accounting policies 2
The accompanying notes form an integral part of the standalone financial statements.
This is the Balance Sheet referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

144
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

STANDALONE STATEMENT OF PROFIT AND LOSS

CORPORATE OVERVIEW
FOR THE YEAR ENDED 31 MARCH 2022

(All amount in ` lakh unless stated otherwise)

Particulars Notes For the year ended For the year ended
31 March 2022 31 March 2021
INCOME

STATUTORY REPORTS
Revenue from operations 35 3,13,760.43 2,29,590.56
Other income 36 3,298.61 2,992.20
Total income 3,17,059.04 2,32,582.76
EXPENSES
Cost of materials consumed 37 2,73,216.06 1,98,578.42
Changes in inventories of intermediate products (including 38 773.17 (1,518.26)

STANDALONE FINANCIAL STATEMENTS

manufactured components) and finished goods
Employee benefits expense 39 8,149.44 4,815.82
Finance costs 40 3,657.96 3,334.72
Depreciation and amortisation expense 41 7,951.99 6,750.89
Other expenses 42 16,330.82 12,869.65
Total expenses 3,10,079.44 2,24,831.24
Profit before tax 6,979.60 7,751.52
Tax expense
Current tax 47 1,215.57 1,714.48
Deferred tax charge 47 954.01 881.35
Net profit for the year 4,810.02 5,155.69
Other comprehensive income (OCI)
Items that will not be reclassified to profit and loss
Re-measurement (loss)/gain on defined benefit obligations (33.61) 11.65
Income tax relating to these items 8.46 (2.93)
Items that will be reclassified to profit and loss
Net fair value gain on investment in perpetual bonds through OCI 647.26 -
Income tax relating to these items (152.42) -
Other comprehensive income for the year 469.69 8.72
Total comprehensive income for the year 5,279.71 5,164.41
Earning per equity share (Nominal value of equity share INR 10 each) 48
Basic 14.28 15.77
Diluted 14.28 15.77
Summary of significant accounting policies 2
The accompanying notes form an integral part of the standalone financial statements.
This is the Statement of Profit and Loss referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

145
STANDALONE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2022

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
A. CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 6,979.60 7,751.52
Adjustment for:
Depreciation and amortisation expense 7,951.99 6,750.89
Advances and other balances written off 6.74 10.12
Bad debts 0.19 -
Government grant income (27.55) (27.55)
Interest income (3,138.59) (1,269.98)
Loss on sale of property, plant and equipment (net) 9.14 15.14
Mark to market gain on forward contracts - (63.27)
Unrealised foreign exchange gain (net) (14.38) (578.58)
Impairment of trade receivables 30.76 12.26
Impairment loss on property, plant and equipment 156.08 173.28
Balances written back 1.49 -
Shared based payment expenses 1,567.47 -
Loss on sale of perpetual bonds 57.82 -
Gain on settlement of deferred consideration - (554.82)
Amortisation of corporate guarantee - (31.61)
Finance costs 3,657.96 3,334.72
Operating profit before working capital changes 17,238.72 15,522.12
Movements in working capital:
Trade receivables (20,604.15) (14,450.59)
Inventories (5,599.42) (5,067.84)
Financial and non-financial assets (5,851.79) 2,227.94
Trade payables 29,289.46 20,946.19
Provisions 123.44 53.71
Financial and non-financial liabilities 1,588.41 612.66
Cash generated from operations 16,184.67 19,844.18
Income tax paid (net) (2,579.25) (357.08)
Net cash generated from operating activities A 13,605.42 19,487.10
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and intangible assets (31,811.45) (13,428.21)
[refer note (d) below]
Proceeds from sale of property, plant and equipment 493.91 1,257.70
Loans to related parties (3,203.00) (2,500.00)
Investment made in equity instruments (159.65) -
Investments made in perpetual bonds (15,541.89) (10,807.13)
Sale of perpetual bonds 5,000.00 -
Investments made in subsidiaries (4,723.17) -
Payment of deferred consideration for acquisition of remaining stake - (4,873.74)
in subsidiary
Movement in bank deposits (8,306.93) (16,180.53)
Movement in security deposits (162.93) (283.03)
Interest received on perpetual bonds 1,714.98 -
Interest received on bank deposits and loans 316.58 999.74
Net cash used in from investing activities B (56,383.55) (45,815.20)

146
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

STANDALONE CASH FLOW STATEMENT

CORPORATE OVERVIEW
FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
C CASH FLOWS FROM FINANCING ACTIVITIES:

STATUTORY REPORTS
Proceeds from issue of equity shares on Qualified Institutional - 40,000.00
Placement
Share issue costs - (642.26)
Proceeds from short term borrowings (net) 42,049.35 484.91
Proceeds from long term borrowings 16,006.83 8,874.00
Repayment of long term borrowings (2,242.19) (7,721.84)

STANDALONE FINANCIAL STATEMENTS

Payment of principal portion of lease liabilities (223.01) (89.69)
Payment of interest portion of lease liabilities (193.62) (114.55)
Finance costs paid (3,362.67) (3,156.48)
Net cash generated from financing activities C 52,034.69 37,634.09
D NET INCREASE IN CASH AND CASH EQUIVALENT (A+B+C) 9,256.56 11,305.99
E Cash and cash equivalents at the beginning of the year 16,216.32 4,910.33
Cash and cash equivalents at the end of the year (D+E) {refer note 16} 25,472.88 16,216.32
Notes to cash flow statement
(All amounts in ` in lakh unless otherwise stated)
Particulars For the year ended For the year ended
31 March 2022 31 March 2021
A. Cash and cash equivalents include:
Balances with banks:
- in current and cash credit accounts 4,735.48 1,213.06
- deposits with original maturity less than three months 20,733.68 14,996.33
Cash in hand 3.72 6.93
Cash and bank balances 25,472.88 16,216.32
b. The above cash flow statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard
7 (Ind AS-7) on “Statements of Cash Flows”.
c. Negative figures have been shown in brackets.
d. Additions to property, plant and equipment and intangible assets include movements of capital work-in-progress, intangible
assets under development, capital advances and creditors for capital goods respectively during the year.

The accompanying notes form an integral part of the standalone financial statements.
This is the Cash Flow Statement referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

147
STANDALONE STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022

A EQUITY SHARE CAPITAL

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Balance as at 01 April 2020 3,144.65
Changes in equity share capital during the year 224.72
Balance as at 31 March 2021 3,369.37
Changes in equity share capital during the year -
Balance as at 31 March 2022 3,369.37

B OTHER EQUITY

(All amounts in ` in lakh unless otherwise stated)

Particulars Reserves and surplus Items of other Total
comprehensive
income (OCI)
General Securities Employee Retained Perpetual
reserve premium stock option earnings bonds through
outstanding OCI
Account
Balance as at 01 April 2020 337.32 63,431.41 - 41,161.80 - 1,04,930.53
Profit for the year - - - 5,155.69 - 5,155.69
Equity share capital issued on - 39,775.28 - - - 39,775.28
Qualified Institutions Placement
during the year (refer note 22)
Share issue costs - (642.26) - - - (642.26)
Remeasurement of defined - - - 8.72 - 8.72
benefit obligations (net of tax)
Balance as at 31 March 2021 337.32 1,02,564.43 - 46,326.21 - 1,49,227.97
Profit for the year - - - 4,810.02 - 4,810.02
Share based payment expenses - - 1,567.47 - - 1,567.47
Net fair value gain on investment - - - - 494.84 494.84
in perpetual bonds through OCI
(net of tax)
Remeasurement of defined - - - (25.15) - (25.15)
benefit obligations (net of tax)
Balance as at 31 March 2022 337.32 1,02,564.43 1,567.47 51,111.08 494.84 1,56,075.13
The accompanying notes form an integral part of the standalone financial statements.
This is the Statement of Changes in Equity referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

148
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

CORPORATE OVERVIEW
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022

1. CORPORATE INFORMATION AND STATEMENT (iii) Determining the transaction price

OF COMPLIANCE WITH INDIAN ACCOUNTING (iv) Allocating the transaction price to the
STANDARDS (IND AS) performance obligations

STATUTORY REPORTS
Amber Enterprises India Limited (the “Company”), having (v) Recognising revenue when (or as) performance
its registered office situated at C-1, Phase II, Focal Point, obligation(s) are satisfied.
Rajpura Town, Punjab - 140401, India, incorporated in The Company considers the terms of the contract and
1990, under the Companies Act, is engaged in the business its customary business practices to determine the
of manufacturing of consumer durable products. Currently, transaction price. The transaction price is the amount
the Company has thirteen manufacturing facilities in India. of consideration to which the Company expects to be

STANDALONE FINANCIAL STATEMENTS

These standalone financial statements (‘financial entitled in exchange for transferring promised goods
statements’) of the Company have been prepared to to a customer, excluding amounts collected on behalf
comply in all material respects with accounting principles of third parties (for example, indirect taxes). The
generally accepted in India, including Ind AS notified under consideration promised in a contract with a customer
the Companies (Indian Accounting Standards) Rules, 2015 may include fixed consideration, variable consideration
under Section 133 of the Companies Act, 2013 (the “Act”), (if reversal is less likely in future), or both. Revenue is
as amended and other relevant provisions of the Act. measured at fair value of consideration received or
The financial statements for the year ended 31 March receivable, after deduction of any trade discounts,
2022 were authorized and approved for issue by the volume rebates.
Board of Directors on 13 May 2022. The revision to the Revenue is recognized either at a point in time or over
financial statements is permitted by the Board of Directors time, when (or as) the Company satisfies performance
after obtaining necessary approvals or at the instance of obligations by transferring the promised goods or
regulatory authorities as per provisions of the Act. services to its customers. A receivable is recognized
when the goods are delivered as this is the case
2. BASIS OF PREPARATION AND SIGNIFICANT of point in time recognition where consideration is
ACCOUNTING POLICIES unconditional because only the passage of time is
a. Basis of preparation required.

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

149
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

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

Subsequent measurement (including prepayment and extension) over the
expected life of the assets.
i. Financial assets carried at amortized cost – A

STATUTORY REPORTS
financial asset is measured at the amortized • Cash flows from the sale of collateral held or
cost, if both the following conditions are met: other credit enhancements that are integral to
the contractual terms.
• The asset is held within a business model
whose objective is to hold assets for Trade receivables: In respect of trade receivables, the
collecting contractual cash flows, and Company applies the simplified approach of Ind AS
109, which requires measurement of loss allowance
• Contractual terms of the asset give rise on

STANDALONE FINANCIAL STATEMENTS

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

k. Intangible assets Block of asset Useful life (in years)

Recognition, initial measurement and subsequent Computer softwares 6
measurement
Development costs 7

STATUTORY REPORTS
Intangible assets acquired separately are measured
on initial recognition at cost. Following initial l. Capital work-in progress
recognition, intangible assets are carried at cost less Cost of material consumed and erection charges
any accumulated amortisation and accumulated thereon along with other direct cost incurred by the
impairment losses. Internally generated intangibles, Company for the projects are shown as capital work-
excluding capitalized development costs, are not in-progress until capitalisation.

STANDALONE FINANCIAL STATEMENTS

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

Contingent assets are not recognized. However, when Provident Fund and Miscellaneous Provisions Act,
inflow of economic benefits is probable, related asset 1952. The plan is a defined contribution plan and
is disclosed. contribution paid or payable is recognized as an
expense in the period in which services are rendered

STATUTORY REPORTS
q. Government grants
by the employee.
Grants from the government are recognized at their
fair value where there is a reasonable assurance Short-term employee benefits
that the grant will be received and the Company will Expense in respect of other short-term benefits is
comply with all attached conditions. recognized on the basis of the amount paid or payable
Government grants relating to income are deferred for the period during which services are rendered by

STANDALONE FINANCIAL STATEMENTS

and recognized in the profit or loss over the period the employee.
necessary to match them with the costs that they are Share based payments
intended to compensate and presented within other The Company recognizes compensation expense
income. relating to share based payments in accordance
Government grants relating to the purchase of with Ind AS 102 Share-based Payment. Stock
property, plant and equipment are included in non- options granted by the Company to its employees
current liabilities as deferred income and are credited are accounted as equity settled options. Accordingly,
to profit or loss on a straight-line basis over the the estimated fair value of options granted that
expected lives of the related assets and presented is determined on the date of grant, is charged to
within other income. statement of Profit and Loss on a straight-line
basis over the vesting period of options which is the
r. Employee benefits
requisite service period, with a corresponding increase
Expenses and liabilities in respect of employee benefits in equity.
are recorded in accordance with Indian Accounting
Standard 19- Employee Benefits. s. Non-current assets held for sale
An entity shall classify a non-current asset (or
Defined benefit plans (gratuity)
disposal group) as held for sale if its carrying amount
The Company operates one defined benefit plan for its will be recovered principally through a sale transaction
employees, viz. gratuity. The cost of providing benefits rather than through continuing use. This condition is
under this plan is determined on the basis of actuarial regarded as met only when the asset is available for
valuation at each year-end using the projected unit immediate sale in its present condition subject only to
credit method. Actuarial gain and loss for the defined terms that are usual and customary for sale of such
benefit plan is recognized in full in the period in which asset and its sale is highly probable. Management
they occur in other comprehensive income. must be committed to sale which should be expected
Other long term benefits to qualify for recognition as a completed sale within
Accumulated leave expected to be carried forward one year from the date of classification.
beyond twelve months, is treated as long term Non-current assets classified as held for sale are
employee benefit. Such long term compensated presented separately and measured at the lower of
absences are provided for based on the actuarial their carrying amounts immediately prior to their
valuation using the projected unit credit method at the classification as held for sale and their fair value less
year end. Accumulated leave, which is expected to be costs to sell. However, some held for sale assets such
utilized within the next 12 months, is treated as short as financial assets, assets arising from employee
term employee benefit. benefits and deferred tax assets, continue to be
Liability under continuity linked key resource and measured in accordance with the Company’s relevant
deferred salary schemes is provided for on actuarial accounting policy for those assets. Once classified as
valuation basis, which is done as per the projected unit held for sale, the assets are not subject to depreciation
credit method at the end of each financial period. or amortisation.

Defined contribution plans t. Earnings per share

Basic earnings per share is calculated by dividing the
Provident Fund
net profit or loss for the period attributable to equity
The Company makes contribution to statutory shareholders (after deducting attributable taxes)
provident fund in accordance with Employees by the weighted average number of equity shares

155
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

outstanding during the period. The weighted average contract (examples would be direct labour, materials)
number of equity shares outstanding during the period or an allocation of other costs that relate directly to
is adjusted for events including a bonus issue. fulfilling contracts. The Company does not expect
For the purpose of calculating diluted earnings per the amendment to have any significant impact in its
share, the net profit or loss for the period attributable financial statements.
to equity shareholders and the weighted average • Ind AS 109 – Annual Improvements to Ind AS (2021)
number of shares outstanding during the period are
The amendment clarifies which fees an entity includes
adjusted for the effects of all dilutive potential equity
when it applies the ‘10 percent’ test of Ind AS 109 in
shares.
assessing whether to derecognise a financial liability.
u. Segment reporting The Company does not expect the amendment to
Operating segments are reported in a manner have any significant impact in its financial statements.
consistent with the internal reporting done to the chief • Ind AS 116 – Annual Improvements to Ind AS (2021)
operating decision maker. The Company operates in a
The amendments remove the illustration of the
single operating segment and geographical segment.
reimbursement of leasehold improvements by the
lessor in order to resolve any potential confusion
3. RECENT ACCOUNTING PRONOUNCEMENT
regarding the treatment of lease incentives that might
Ministry of Corporate Affairs (“MCA”) notifies new standard arise because of how lease incentives were described
or amendments to the existing standards under Companies in that illustration. The Company does not expect
(Indian Accounting Standards) Rules as issued from time the amendment to have any significant impact in its
to time. On 23 March 2022, MCA amended the (Indian financial statements.
Accounting Standards) Amendment Rules, 2022, applicable
from 1 April 2022, as below: Significant accounting judgments, estimates and
assumptions
• Ind AS 103 – Reference to Conceptual Framework
When preparing the financial statements management
The amendments specify that to qualify for recognition undertakes a number of judgments, estimates and
as part of applying the acquisition method, the assumptions about recognition and measurement of
identifiable assets acquired and liabilities assumed assets, liabilities, income and expenses.
must meet the definitions of assets and liabilities in the
The actual results are likely to differ from the judgments,
Conceptual Framework for Financial Reporting under
estimates and assumptions made by management, and
Indian Accounting Standards (Conceptual Framework)
will seldom equal the estimated results.
issued by the Institute of Chartered Accountants of
India at the acquisition date. These changes do not Information about significant judgments, estimates and
significantly change the requirements of Ind AS 103. assumptions that have the most significant effect on
The Company does not expect the amendment to recognition and measurement of assets, liabilities, income
have any significant impact in its financial statements. and expenses are discussed below:
Significant judgements:
• Ind AS 16 – Proceeds before intended use
The amendments mainly prohibit an entity from (i) Evaluation of indicators for impairment of non-
deducting from the cost of property, plant and financial assets
equipment amounts received from selling items The evaluation of applicability of indicators of
produced while the Company is preparing the asset impairment of non-financial assets requires
for its intended use. Instead, an entity will recognise assessment of several external and internal factors
such sales proceeds and related cost in profit or loss. which could result in deterioration of recoverable
The Company does not expect the amendment to amount of the assets.
have any significant impact in its financial statements.
(ii) Recognition of deferred tax assets
• Ind AS 37 – Onerous Contracts – Costs of Fulfilling a The extent to which deferred tax assets can be
Contract recognized is based on an assessment of the
The amendments specify that the ‘cost of fulfilling’ a probability of the future taxable income against which
contract comprises the ‘costs that relate directly to the deferred tax assets can be utilized. The recognition
the contract’. Costs that relate directly to a contract of deferred tax assets and reversal thereof is based on
can either be incremental costs of fulfilling that estimates of future taxable profits.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(iii) Contingent liabilities (where active market quotes are not available).
The Company is the subject of certain legal proceedings This involves developing estimates and
which are pending in various jurisdictions. Due to the assumptions consistent with how market
participants would price the instrument.

STATUTORY REPORTS
uncertainty inherent in such matters, it is difficult to
predict the final outcome of such matters. The cases (iii) Recoverability of advances/receivables
and claims against the Company often raise difficult
At each balance sheet date, based on historical
and complex factual and legal issues, which are
default rates observed over expected life, the
subject to many uncertainties, including but not limited
management assesses the expected credit loss
to the facts and circumstances of each particular
on outstanding receivables and advances.
case and claim, the jurisdiction and the differences

STANDALONE FINANCIAL STATEMENTS

in applicable law. In the normal course of business, (iv) Intangible assets under development
management consults with legal counsel and certain The Company undertakes significant levels of
other experts on matters related to litigation and taxes. research and development activity to develop
The Company accrues a liability when it is determined various product models and performs trial runs
that an adverse outcome is probable and the amount for enhancing their performance and efficiency,
of the loss can be reasonably estimated. and for each product model, periodic review is
(iv) Employee benefits undertaken. Judgement is applied in determining
at what point in a product development lifecycle
The accounting of employee benefit plans in the
that capitalization criteria under accounting
nature of defined benefit requires the Company to
standards is satisfied.
use assumptions. These assumptions have been
explained under employee benefits note. (v) Impairment of investments in subsidiaries

Sources of estimation uncertainty: The Company reviews the carrying value of

investments carried at cost (net of impairment,
(i) Provisions if any) annually, or more frequently when there
At each balance sheet date, basis the management is indication for impairment. The management
judgment, changes in facts and legal aspects, the prepares detailed cash flow projections, based
Company assesses the requirement of provisions on current economic conditions such as
against the outstanding guarantees. However, business plans of the subsidiary companies,
the actual future outcome may be different from estimated long-term growth rates, weighted
management’s estimates. average cost of capital and estimated operating
margins, to determine the recoverable amount of
(ii) Fair valuation of financial instruments
investments in subsidiaries.
Management applies valuation techniques to
determine the fair value of financial instruments

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158
YEAR ENDED 31 MARCH 2022 (Contd.)

4. PROPERTY, PLANT AND EQUIPMENT

(All amounts in ` in lakh unless otherwise stated)

Description Freehold Buildings Leasehold Plant and Furniture Vehicles Office Computers Right Right of Total
land improvements equipment and fixtures equipment of Use- Use-Land
Plant and
equipment
Gross Block
As at 01 April 2020 1,432.48 12,210.82 101.37 60,865.10 501.24 454.87 693.09 531.55 481.16 3,247.25 80,518.93
Additions 927.70 544.28 3.76 6,417.45 37.42 45.72 75.26 93.45 - - 8,145.04
Disposals/adjustments - (3.89) - (835.86) (1.04) (60.75) (1.84) (1.62) - - (905.00)
As at 31 March 2021 2,360.18 12,751.21 105.13 66,446.69 537.62 439.84 766.51 623.38 481.16 3,247.25 87,758.97
Additions 676.41 4,357.32 26.35 18,898.27 72.85 272.56 153.01 212.85 - 3,865.55 28,535.17
Disposals/adjustments - (0.30) - (940.05) (46.82) (0.59) (89.41) (41.46) - (49.99) (1,168.62)
As at 31 March 2022 3,036.59 17,108.23 131.48 84,404.91 563.65 711.81 830.11 794.77 481.16 7,062.81 1,15,125.52

Accumulated depreciation
As at 01 April 2020 - 1,761.38 38.69 20,616.73 215.94 222.09 384.93 356.72 125.36 310.86 24,032.70
Charge for the year - 390.46 2.27 3,701.66 44.89 45.28 108.67 89.00 121.66 182.18 4,686.07
Disposals/adjustments - (3.70) - (268.27) (0.78) (8.00) (1.78) (1.60) - - (284.14)
As at 31 March 2021 - 2,148.14 40.96 24,050.12 260.05 259.37 491.82 444.12 247.02 493.04 28,434.63
Charge for the year - 432.75 2.59 4,514.98 46.95 48.46 119.47 114.10 121.66 384.67 5,785.63
Disposals/adjustments - (0.17) - (476.78) (39.09) (0.06) (71.72) (27.86) - - (615.68)
As at 31 March 2022 - 2,580.72 43.55 28,088.32 267.91 307.77 539.57 530.36 368.68 877.71 33,604.58

Net block as at 31 March 2021 2,360.18 10,603.07 64.17 42,396.57 277.57 180.47 274.69 179.26 234.14 2,754.21 59,324.34
Net block as at 31 March 2022 3,036.59 14,527.51 87.93 56,316.59 295.74 404.04 290.54 264.41 112.48 6,185.10 81,520.94
Notes:
(i) Contractual obligations
Refer note 43 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(ii) Right-of-use assets
Refer note 50 for information on assets taken on lease.
(iii) During the year, there was an impairment loss on property, plant and equipment amounting to INR 156.08 lakh (previous year: INR 173.28 lakh).
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

5. CAPITAL WORK-IN-PROGRESS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Plants and machineries under installation 3,077.65 1,849.21
Construction of manufacturing units 2,126.26 56.05
5,203.91 1,905.26

Notes:

STANDALONE FINANCIAL STATEMENTS

(i) During the year, expenses aggregating to ` 281.99 lakh (previous year: ` 184.24 lakh), net off scrap income have been
capitalised under capital work-in-progress. The aforesaid expenses comprises of raw material consumption, personnel
costs, power and fuel charges and other related expenses. The assets are capitalised when they are available for use.
(ii) Movement in capital work in progress:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Capital work-in-progress as at 01 April 2020 213.22
Add: additions during the year 1,905.26
Less: capitalisation during the year (213.22)
Capital work-in-progress as at 31 March 2021 1,905.26
Add: additions during the year 3,778.51
Less: capitalisation during the year (479.86)
Capital work-in-progress as at 31 March 2022 5,203.91

Ageing schedule of capital work-in-progress

(` in lakh)
31 March 2022 Less than 1-2 years 2-3 years More than Total
1 year 3 years
Plants and machineries under installation 1,407.55 1,670.10 - - 3,077.65
Construction of manufacturing units 2,126.26 - - - 2,126.26
Total 3,533.81 1,670.10 - - 5,203.91

31 March 2021 Less than 1-2 years 2-3 years More than Total
1 year 3 years
Plants and machineries under installation 1,849.21 - - - 1,849.21
Construction of manufacturing units 56.05 - - - 56.05
Total 1,905.26 - - - 1,905.26
The Company does not have any capital-work-in progress, whose completion is overdue or has exceeded its cost
compared to its original plan.

6. INVESTMENT PROPERTY

(All amounts in ` in lakh unless otherwise stated)

Description Freehold land Total
Gross carrying value
As at 01 April 2020 432.31 432.31
Additions - -
Disposals (432.31) (432.31)
As at 31 March 2021 - -
Additions - -
Disposals - -

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Description Freehold land Total
As at 31 March 2022 - -
Accumulated depreciation
As at 01 April 2020 - -
Charge for the year - -
As at 31 March 2021 - -
Charge for the year - -
As at 31 March 2022 - -
Net block as at 31 March 2021 - -
Net block as at 31 March 2022 - -
Notes:

(i) Amount recognised in statement of profit and loss for investment property
(All amounts in ` in lakh unless otherwise stated)
Particulars As at As at
31 March 2022 31 March 2021
Rental income - 35.42
Direct operating expenses that generated rental income - -
Direct operating expenses that did not generate rental income - -
Profit from leasing of investment property - 35.42
Depreciation - -
Profit after depreciation - 35.42
(ii) 
The aforementioned investment property was leased to a tenant under long term operating lease agreement with rentals
payable monthly. However, the lease could be terminated by either of the parties during the term, hence the same was
considered as cancellable and accordingly no lease disclosure was given, as required by Ind AS 116 “Leases” during the
previous year. The said property given on lease was sold by the Company during the previous year and hence, the lease
was terminated.

7. INTANGIBLE ASSETS

(All amounts in ` in lakh unless otherwise stated)

Description Goodwill Softwares Product Total intangible
development assets
Gross block
Balance as at 01 April 2020 29.60 1,101.46 14,374.39 15,475.85
Additions - 339.82 2,155.58 2,495.40
Disposals - (3.96) (132.76) (136.72)
Balance as at 31 March 2021 29.60 1,437.32 16,397.21 17,834.53
Additions - 285.68 2,428.78 2,714.46
Disposals - - - -
Balance as at 31 March 2022 29.60 1,723.00 18,825.99 20,548.99
Accumulated amortisation
Balance as at 01 April 2020 29.60 427.30 6,223.08 6,650.38
Charge for the year - 175.80 1,889.02 2,064.82
Disposals - (3.96) (132.76) (136.72)
Balance as at 31 March 2021 29.60 599.14 7,979.34 8,578.48
Charge for the year - 243.02 1,923.34 2,166.36
Disposals - - - -
Balance as at 31 March 2022 29.60 842.16 9,902.68 10,744.84
Net block as at 31 March 2021 - 838.18 8,417.87 9,256.05
Net block as at 31 March 2022 - 880.84 8,923.31 9,804.15
Amortisation for the year has been included in line item ‘Depreciation and amortisation expense’ in statement of profit and loss.

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 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

8. INTANGIBLE ASSETS UNDER DEVELOPMENT

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Intangible assets under development 1,283.63 553.61
1,283.63 553.61

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

STANDALONE FINANCIAL STATEMENTS

(All amounts in ` in lakh unless otherwise stated)
Particulars Amount
Intangible assets under development as at 01 April 2020 -
Add: additions during the year 2,709.19
Less: capitalisation during the year (2,155.58)
Intangible assets under development as at 31 March 2021 553.61
Add: additions during the year 3,158.80
Less: capitalisation during the year (2,428.78)
Intangible assets under development as at 31 March 2022 1,283.63

(ii) During the year, expenses aggregating to INR 3,158.80 lakh (previous year: INR 2,709.19 lakh), net off scrap income
have been capitalised under intangible assets under development. The aforesaid expenses comprises of raw material
consumption, personnel costs, power and fuel charges and other related expenses.

Intangible assets under development

(a) Intangible assets under development aging schedule:
31 March 2022
(` in lakh)
Particulars Amount in CWIP for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Product development in progress 1,282.34 1.29 - - 1,283.63

31 March 2021
Particulars Amount in CWIP for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Product development in progress 553.61 - - - 553.61
(b) The Company does not have any intangible assets under development, whose completion is overdue or has exceeded
its cost compared to its original plan.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

9. NON-CURRENT INVESTMENTS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Investment in equity instruments (unquoted) ( Fully paid equity shares)*
Investment in subsidiaries (at cost)^:
3,642,100 (previous year: 3,642,100) equity shares of PICL (India) Private Limited 5,030.32 5,030.32
2,000,000 (previous year: 2,000,000) equity shares of Appserve Appliance Private 200.00 200.00
Limited
1,320,613 (previous year: 1,320,613) equity shares of IL JIN Electronics (India) 5,442.50 5,442.50
Private Limited
3,832,127 (previous year: 3,832,127) equity shares of Ever Electronics Private 2,143.61 2,143.61
Limited
45,000 (previous year: 45,000) equity shares of Sidwal Refrigeration Industries 21,199.44 21,199.44
Private Limited (face value of INR 1,000 each)
100,000 (previous year: Nil) equity shares of Amber Enterprises USA Inc. [refer 73.13 -
note (i)] (face value of USD 1 each)
23,814 (previous year: Nil) equity shares of AmberPR Technoplast India Private 3,647.30 -
Limited [refer note (ii)]
15,000 (previous year: Nil) equity shares of Pravartaka Tooling Services Private 2,075.86 -
Limited [refer note (iii)]

Investment in others (Fair value through profit and loss):

750,000 (previous year: Nil) equity shares of Lalganj Power Private Limited 99.00 -
606,468 (previous year: Nil) equity shares of Sri City Electronics Manufacturing 60.65 -
Cluster Private Limited

Investment in perpetual bonds (quoted) (Fair value through other comprehensive

income)

HDFC Bank Limited: Nil (previous year: 500) 8.85% Unsecured Non-Convertible - 5,512.67
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures
Series I (with first Call Option 12 May 2022) of ` 1,000,000 each, fully paid
State Bank of India: 625 (previous year: Nil) 9.56% Unsecured Non-Convertible 6,934.06 -
Taxable Subordinated Basel III Additional Tier 1 Perpetual Bonds Series I (with first
Call Option 04 December 2023) of INR 1,000,000 each, fully paid
ICICI Bank Limited: 50 (previous year: Nil) 9.15% Unsecured Subordinated Non- 589.30 -
Convertible Basel III Compliant Perpetual Bonds Series DMR18AT (with first Call
Option 20 June 2023) of INR 1,000,000 each, fully paid
State Bank of India: 230 (previous year: Nil) 9.37% Unsecured Non-Convertible 2,531.95 -
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures
Series II (with first Call Option 21 December 2023) of ` 1,000,000 each, fully paid
State Bank of India: 27 (previous year: Nil) 9.45% Unsecured Rated Listed Non- 283.45 -
Convertible Perpetual Taxable Subordinated Basel III Compliant Additional Tier 1
Bonds in the nature of Debentures Series III (with first Call Option 22 March 2024)
of ` 1,000,000 each, fully paid
50,310.57 39,528.54
Less : Impairment in value of investment (170.00) (170.00)

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 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021

STATUTORY REPORTS
Total 50,140.57 39,358.54
Aggregate amount of quoted investments and market value thereof 10,338.77 5,512.67
Aggregate amount of unquoted investments (net of impairment) 39,801.81 33,845.87
Aggregate amount of impairment in the value of investments 170.00 170.00
*All equity shares are of INR 10 each unless otherwise stated.

STANDALONE FINANCIAL STATEMENTS

^Investments in subsidiaries are measured at cost as per Ind AS 27 ‘Separate Financial Statements’.

CURRENT INVESTMENTS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Investment in perpetual bonds (quoted) (Fair value through other comprehensive
income)
State Bank of India: 250 9.00% Unsecured Non-Convertible Perpetual - 2,654.43
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series I
(with first Call Option 06 September 2021) of INR 1,000,000 each, fully paid
State Bank of India: 250 8.75% Unsecured Non-Convertible Perpetual - 2,640.04
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series
II (with first Call Option 27 September 2021) of INR 1,000,000 each, fully paid
HDFC Bank Limited: 800 (previous year: Nil) 8.85% Unsecured Non-Convertible 9,279.48 -
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of
Debentures Series I (with first Call Option 12 May 2022) of INR 1,000,000 each,
fully paid
State Bank of India: 250 (previous year: Nil) 8.15% Unsecured Non-Convertible 2,697.03 -
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of
Debentures Series IV (with first Call Option 02 August 2022) of INR 1,000,000
each, fully paid
11,976.51 5,294.47
Aggregate amount of quoted investments and market value thereof 11,976.51 5,294.47

Information about subsidiaries is as follows:

(All amounts in ` in lakh unless otherwise stated)

Sl. Name of the entity Principal Proportion Proportion
No. place of of ownership of ownership
business (%) as at (%) as at
31 March 2022 31 March 2021
1 PICL (India) Private Limited India 100 100
2 Appserve Appliance Private Limited India 100 100
3 IL JIN Electronics (India) Private Limited India 70 70
4 Ever Electronics Private Limited India 70 70
5 Sidwal Refrigeration Industries Private Limited India 100 100
6 Amber Enterprises USA INC [refer note (i) below] USA 100 -
7 AmberPR Technoplast India Private Limited [refer note (ii) India 73 -
below]
8 Pravartaka Tooling Services Private Limited [refer note (iii) India 60 -
below]

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

Notes:
(i) The Company has invested INR 73.13 lakh on 13 September 2021 in Amber Enterprises USA INC (“Amber USA”), for
purchase of 100,000 common stock having par value of USD 1, which represents 100% of the total share capital.
(ii)  The Company has acquired 23,814 equity shares of AmberPR Technoplast India Private Limited (formerly known as Pasio
India Private Limited) (“AmberPR”) on 01 December 2021, which represents 73% of the total share capital, by investing
INR 1035.00 lakh as initial sale shares consideration and INR 1,965.00 lakh as subscription amount, out of which INR
2450 lakh was paid at the date of acquisition and INR 550.00 lakh has been recognized as deferred consideration, refer
note 31(ii) for details related to deferred consideration. The Company has also written a put option and simultaneously
bought a call option for acquisition of remaining 27% stake in AmberPR and accordingly, recognised INR 647.30 lakh as
net derivative liability for acquisition of remaining shares, refer note 25(i)
(iii) The Company has acquired 15,000 equity shares of Pravartaka Tooling Services Private Limited (“Pravartaka”) on 01
February 2022, which represents 60% of the total share capital, by investing INR 2,200.05 lakh as subscription amount,
which was paid at the date of acquisition. The Company has also written a put option and simultaneously bought a call
option for acquisition of remaining 40% stake in Pravartaka and accordingly, recognised INR 124.19 lakh as net derivative
asset for acquisition of remaining shares, refer note 11(iii).

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 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

10. LOANS (NON-CURRENT)*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Unsecured, considered good
Loan to related parties (refer note 45 and 56) 5,767.36 2,548.56
5,767.36 2,548.56
Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and

STANDALONE FINANCIAL STATEMENTS

note 53 - Financial risk management for assessment of expected credit losses.
* The Company does not have any loans which are either credit impaired or where there is significant increase in credit risk.

11. OTHER FINANCIAL ASSETS (NON-CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Security deposits (refer note 45) 1,655.19 646.76
Bank deposits with more than 12 months maturity 6,504.85 10,016.99
Government grant receivable 34.14 34.13
Derivative asset [refer note 9(iii)] 124.19 -
Recoverable on account of electricity duty subsidy 180.06 195.70
8,498.43 10,893.58

Notes:
(i) Refer note 17(ii) for bank deposits which are under restriction.
(ii) Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 53 - Financial risk management for assessment of expected credit losses.
(iii) (i) The Company has written a put option and simultaneously bought a call option for acquisition of remaining 40%
stake in Pravartaka Tooling Services Private Limited (“Pravartaka”) and accordingly, recognised INR 124.19 lakh as
net derivative asset for acquisition of remaining shares.

12. INCOME TAX ASSETS (NET)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Income tax assets 554.59 -
554.59 -

13. OTHER NON-CURRENT ASSETS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Capital advances 6,164.04 1,716.07
Balance with statutory authorities* 5.33 5.33
Prepaid expenses 27.64 73.85
6,197.01 1,795.25
* includes deposit paid under protest with statutory authorities (refer note 44)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

14. INVENTORIES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
(Valued at lower of cost or net realisable value, unless otherwise stated)
Raw materials
- in hand 52,198.49 42,935.76
- in transit 4,774.27 7,493.30
Intermediate products (including manufactured components) 5,045.57 5,431.70
Finished goods 4,122.84 4,509.88
Stores, spares and other consumables 159.49 166.84
Packing materials 406.68 570.45
66,707.34 61,107.92

15. TRADE RECEIVABLES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Trade receivables (refer note 45)
- Unsecured, considered good 1,12,711.71 92,111.64
- Credit impaired 11.92 7.39
1,12,723.63 92,119.03
Impairment allowance
- Unsecured, considered good 63.52 37.29
- Credit impaired 11.92 7.39
1,12,648.19 92,074.35

Notes:
(i) The carrying values of trade receivables are considered to be a reasonable approximation of fair values.
(ii) Refer note 53 - Financial risk management for assessment of expected credit losses.
(iii) Ageing schedule of trade receivables
(All amounts in ` in lakh unless otherwise stated)
31 March 2022 Outstanding from the due date of payment Total
Not due Less than 6 months 1-2 2-3 More than
6 months -1 year years years 3 years
Undisputed trade receivables – 98,672.86 13,561.69 84.64 31.66 3.81 - 1,12,354.66
considered good
Undisputed trade receivables – credit - - - - - 0.53 0.53
impaired
Disputed trade receivables – considered - - 223.28 - 133.77 - 357.05
good
Disputed trade receivables – credit - - - - - 11.39 11.39
impaired
Total 98,672.86 13,561.69 307.92 31.66 137.58 11.92 1,12,723.63

166
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

31 March 2021 Outstanding from the due date of payment Total
Not due Less than 6 months 1-2 2-3 More than

STATUTORY REPORTS
6 months -1 year years years 3 years
Undisputed trade receivables – 80,574.44 10,638.13 680.67 66.09 9.70 - 91,969.03
considered good
Undisputed trade receivables – credit - - - - - 7.39 7.39
impaired
Disputed trade receivables – considered - - - 135.35 7.26 - 142.61
good

STANDALONE FINANCIAL STATEMENTS

Total 80,574.44 10,638.13 680.67 201.44 16.96 7.39 92,119.03

16. CASH AND CASH EQUIVALENTS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Balances with banks:
- in current and cash credit accounts 4,735.48 1,213.06
- deposits with original maturity less than three months 20,733.68 14,996.33
Cash in hand 3.72 6.93
25,472.88 16,216.32
The carrying values are a reasonable approximate of their fair values.

17. OTHER BANK BALANCES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Earmarked bank balances [refer note (i)] 4.15 9.71
Deposits with original maturity more than three months but less than twelve 23,114.38 10,593.00
months [refer note (ii)]
23,118.53 10,602.71
Notes:
(i) Earmarked balances with banks pertain to unclaimed dividends and
gratuity.
(ii) Bank deposits which are under restriction:
Fixed deposits with banks held as margin money for letter of credits, bank 142.17 20.59
guarantees, working capital facilities and buyers credit
Fixed deposits lodged with banks for issue of guarantees in favour of tax 6.64 6.26
authorities
148.81 26.85
(iii) The carrying values are a reasonable approximate of their fair values.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

18. LOANS (CURRENT)*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Unsecured, considered good
Loans to employees and related parties (refer note 45) 92.01 112.55
Loans to others 50.00 50.24
142.01 162.79
* The Company does not have any loans which are either credit impaired or where there is significant increase in credit risk.

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

19. OTHER FINANCIAL ASSETS (CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Security deposits (refer note 45 ) 761.39 1,631.59
Recoverable on account of budgetary support - 28.78
Derivative asset - 62.81
Recoverable on account of electricity duty subsidy 33.91 39.55
Other recoverable amounts 34.40 14.01
829.70 1,776.74
The carrying values are considered to be a reasonable approximation of fair values.

20. OTHER CURRENT ASSETS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Advances to suppliers (refer note 45) 2,988.07 759.31
Balances with statutory authorities 5,009.04 1,804.27
Prepaid expenses 752.96 243.24
8,750.07 2,806.82

21. EQUITY SHARE CAPITAL

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Authorised capital
45,000,000 (previous year : 45,000,000) Equity shares of ` 10 each 4,500.00 4,500.00
4,500.00 4,500.00
Issued, subscribed capital and fully paid up
33,693,731 (previous year : 33,693,731 ) Equity shares of ` 10 each 3,369.37 3,369.37
3,369.37 3,369.37

(i) Terms/rights attached to equity shares

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

168
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021

STATUTORY REPORTS
No. of (` in lakh) No. of (` in lakh)
shares shares
Equity share capital of ` 10 each fully paid up
Balance at the beginning of the year 3,36,93,731 3,369.37 3,14,46,540 3,144.65
Add: Shares issued during the year - - 22,47,191 224.72
Balance at the end of the year 3,36,93,731 3,369.37 3,36,93,731 3,369.37

STANDALONE FINANCIAL STATEMENTS

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

(All amounts in ` in lakh unless otherwise stated)

Particulars As on 31 March 2022 As on 31 March 2021
No. of % holding No. of % holding
shares shares
Mr. Jasbir Singh 70,59,165 20.95% 70,59,165 20.95%
Mr. Daljit Singh 60,74,205 18.03% 60,74,205 18.03%
Ascent Investment Holdings Pte. Limited 32,88,820 9.76% 32,88,820 9.76%

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

(vi) Details of promoter shareholding

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
No. of % holding % change Number of % holding % change
shares during the shares during the
year year
Mr. Jasbir Singh 70,59,165 20.95% 0.00% 70,59,165 20.95% 1.50%
Mr. Daljit Singh 60,74,205 18.03% 0.00% 60,74,205 18.03% 1.29%

(vii) Shares reserved for issue under options

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
No. of shares Amount No. of shares Amount
Under “Amber Enterprises India Limited - Employee 2,20,000 22.00 - -
Stock Option Plan 2017”: Equity shares of INR 10 each,
at an exercise price of INR 2,400 per share (refer note
59 for details)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

22. OTHER EQUITY

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Securities premium
Balance at the beginning and end of the year 1,02,564.43 63,431.41
Add: Equity share capital issued on Qualified Institutions Placement during - 39,775.28
the year (refer note 21)
Less: Share issue expenses - (642.26)
Balance at the end of the year 1,02,564.43 1,02,564.43
General reserve
Balance at the beginning and end of the year 337.32 337.32
Employee stock option outstanding account
Balance at the beginning of the year - -
Share based payment expenses (refer note 59) 1,567.47 -
Balance at the end of the year 1,567.47 -
Surplus in the statement of profit and loss
Balance at the beginning of the year 46,326.21 41,161.80
Add: Profit for the year 4,810.02 5,155.69
Add: Other comprehensive (loss)/income:
Remeasurement of defined benefit obligations (net of tax) (25.16) 8.72
Balance at the end of the year 51,111.07 46,326.21
Perpetual bonds through OCI
Net fair value gain on investment in perpetual bonds through OCI (net of tax) 494.84 -
1,56,075.13 1,49,227.97

Nature and purpose of other equity

Securities premium
Securities premium represents premium received on issue of shares. The securities premium is being utilised in accordance
with the provisions of the Companies Act, 2013.
General reserve
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.
General reserve is created by a transfer from one component of “other equity” to another.
Employee stock option outstanding account
The Employee stock options outstanding account is used to recognise the grant date fair value of options issued to employees
under the Company’s stock option plan.
Perpetual bonds through OCI
This represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through
other comprehensive income that have been recognized in other comprehensive income, net of amounts reclassified to profit
or loss when such assets are disposed off and impairment losses on such instruments, if any.

23. LONG-TERM BORROWINGS [REFER NOTE (I)]

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Secured
Term loans
from banks 22,503.62 10,630.87
from others 1,149.87 1,451.92
23,653.49 12,082.79

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YEAR ENDED 31 MARCH 2022 (Contd.)

Notes:
23(i) For repayment terms of the outstanding long-term borrowings (including current maturities) refer the table below:
(All amounts in ` in lakh unless otherwise stated)
S. Nature of Lender As at Nature of securities Interest rate Tenure of repayment
No. loan 31 March 2022 31 March 2021
Non- Current Non- Current
Current Current
1 Term loan RBL Bank 2,500.00 833.33 3,333.33 833.33 Exclusive charge by way of hypothecation on moveable fixed Assets having minimum value 5.50% p.a. 16 equal quarterly instalments
from bank Limited of INR 6,140 lakh. ending in March 2026.
2 Term loan RBL Bank 895.83 104.17 - - 1. 100% Guaranteed by National Credit Guarantee Trustee Company Limited (NCGTC). 5.44% p.a. 48 equal monthly installments
from bank Limited 2. Second pari passu charge by way of hypothecation on all current assets, movable fixed beginning from November 2022
assets (other than assets specifically financed by other lenders) to the extent of Rs. and ending in October 2026.
61.4 crs, both present & future.
3 Term loan Bajaj Finance 1,151.52 383.83 1,454.55 363.64 Exclusive charge by way of mortgage over property situated at Plot No.-D-36,37,38, 5.75% p.a. 16 equal quarterly instalments
from others Limited Industrial area, Selaqui, Dehradun. Also, exclusive charge by way of hypothecation on ending in February 2026.
moveable fixed Assets having minimum value of INR 4800 lakh (WDV as on 31 March 2020).
It is also secured by exclusive charge by way of hypothecation on moveable fixed Assets
having minimum value of INR 1600 lakh (WDV as on 31 March 2020) and also secured by
pledge of 24% shares of Sidwal Refrigeration Industries Private Limited.
4 Term loan Siemens - - - 52.76 Exclusive charge by way of hypothecation on equipment funded by term loan and non 10.75% The loan has been repaid during
from others Financial interest bearing refundable security deposit amounting to INR 160.56 lakh. It is also secured the current year.
Services by personal guarantees of Mr. Jasbir singh (Chairman & CEO and Director) and Mr. Daljit
Private Limited singh (Managing Director).
5 Vehicle loans HDFC Bank - - - 3.26 Hypothecation of specific vehicles purchased out of the proceeds of this loan 9.25% p.a. The loan has been repaid during
from bank Ltd. the current year.
6 Term loan HDFC Bank 1,489.36 510.64 2,000.00 - Extension of second ranking charge over existing primary and collateral securities including 6.50% p .a. 48 equal monthly installments
from bank Ltd. mortgages created in favour of the Bank. beginning from April 2022 and
ending in March 2026.
7 Term loan HDFC Bank 13,750.00 1,250.00 - - Exclusive charge on plant and machinery funded through the term loan. 5.05% p .a. 24 equal quarterly installments
from bank Ltd. Exclusive charge by equitable mortgage on factory located at plot no. H-23, Industrial area, beginning from December 2022
Selaqui, Dehardun (Uttarakhand) having area of 22,329 square metre" and ending in September 2028.
8 Term loan Kotak Bank 1,372.45 431.54 1,803.99 70.01 Second charge on all the present and future current assets, moveable fixed assets 6.00% p .a. 46 equal monthly installments
from bank Ltd. (excluding those which are under exclusive hypothecated with other Banks/FIs) of the (repo ending in January 2026.
Company, Second charge by way of mortgage of land and building located at Plot No. C-1, rate+2% p.a.)
Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village
Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.
9 Term loan HDFC Bank 2,500.00 1,000.00 3,500.00 1,000.00 Movable fixed assets: Exclusive Charge on the assets funded through term loan. 5.05% p.a. 14 equal quarterly installments
from bank Ltd. Exclusive Charge by way of equitable mortgage on warehouse owned by the Company, ending in August 2025.
located at Khasra Number 321/1 and Khasra Number 321/1/1 , Village Selaqui Central
Hope Town, Industrial Area , Tehsil Vikas Nagar, Pargana Pachwadoon, District -Dehradun.
Less : Unamortised processing fees (5.67) - (9.08) -
Total 23,653.49 4,513.51 12,082.79 2,323.00

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

171
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STANDALONE FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

24. LEASE LIABILITIES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Long term maturities of lease liabilities 2,712.02 867.71
2,712.02 867.71
Current maturities of lease liabilities 570.98 212.47
570.98 212.47
*For disclosures related to lease liabilities, note 45 - Related party disclosures and refer note 50 - Leases

25. OTHER FINANCIAL LIABILITIES (NON-CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Creditors for capital expenditure 303.78 -
Derivative liability [refer note 9(ii)] 647.30 -
951.08 -
Notes:
(i) Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial liabilities and note 53 for the
maturity profile of financial liabilities.

26. PROVISIONS (NON-CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Provision for employee benefits*
Gratuity 370.21 268.66
Compensated absences 139.71 133.06
509.92 401.72
*For disclosures related to provision for employee benefits, refer note 51- Employee benefit obligations.

27. DEFERRED TAX LIABILITIES (NET)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Deferred tax liability arising on account of :
Property, plant and equipment and intangible assets 8,208.31 7,158.20
Financial assets and financial liabilities at fair value through other 152.42 -
comprehensive income
Deferred tax asset arising on account of :
Provision for employee benefits 168.42 126.44
Financial assets and financial liabilities at amortised cost 122.36 74.88
Bonus 27.04 25.35
Financial assets and financial liabilities at fair value through other - -
comprehensive income
Allowance for credit impaired receivable 18.99 11.30
Tax credit (minimum alternative tax) 3,658.03 3,652.30
Deferred tax liabilities (net) 4,365.89 3,267.93

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

Movement in deferred tax liabilities

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April 2021 Recognised Recognised in Others 31 March 2022

STATUTORY REPORTS
in other statement of
comprehensive profit and loss
income
Liabilities
Property, plant and equipment and 7,158.20 - 1,050.11 - 8,208.31
intangible assets
Financial assets and financial liabilities at - 152.42 - 152.42

STANDALONE FINANCIAL STATEMENTS

fair value through other comprehensive
income
Assets
Provision for employee benefits (126.44) (8.46) (33.52) - (168.42)
Financial assets and financial liabilities at (74.88) - (47.48) - (122.36)
amortised cost
Bonus (25.35) - (1.69) - (27.04)
Allowance for credit impaired receivable (11.30) - (7.69) - (18.99)
Tax credit (minimum alternate tax)/ (3,652.30) - (5.73) - (3,658.03)
utilisation
Deferred tax liabilities (net) 3,267.93 143.96 954.00 - 4,365.89

Movement in deferred tax liabilities

(All amounts in ` in lakh unless otherwise stated)
Particulars 01 April 2020 Recognised Recognised in Others 31 March 2021
in other statement of
comprehensive profit and loss
income
Liabilities
Property, plant and equipment and 6451.29 - 706.91 - 7,158.20
intangible assets
Others 5.15 - (5.15) - 0.00
Assets
Provision for employee benefits (118.31) 2.93 (11.06) - (126.44)
Financial assets and financial liabilities at (68.12) - (6.76) - (74.88)
amortised cost
Bonus (24.42) - (0.93) - (25.35)
Allowance for credit impaired receivable (8.16) - (3.14) - (11.30)
Tax credit (minimum alternative tax) (4,174.60) - 201.48 320.82 (3,652.30)
Deferred tax liabilities (net) 2,062.83 2.93 881.35 320.82 3,267.93

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

28. OTHER NON-CURRENT LIABILITIES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Deferred revenue* 150.59 178.14
150.59 178.14
*Represents government grant which is not covered under the scope of Ind AS 115. Refer note 58 for details.

29. SHORT-TERM BORROWINGS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Secured
Working capital demand loans 40,785.75 11,662.17
Cash credits 232.79 525.20
Buyers credit 17,491.17 4,260.52
Unsecured
Current maturities of long-term borrowings:
Term loan [also refer note 23(i)]
- from banks 4,129.68 1,903.34
- from others 383.83 416.40
Vehicle loan [also refer note 23(i)]
- from banks - 3.26
63,023.22 18,770.89
Notes:

a. Details of security of short term borrowings for the year ended 31 March 2022
Cash credits (including fixed deposit overdraft and bonds overdraft), buyers credit and working capital demand loan
facilities are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu
charge on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with
other Banks/FIs) of the Company, first pari passu charge by way of mortgage of land and building located at Plot No.
C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar
(Haryana) in the name of the Company.

b. Terms of repayment and interest rate for the year ended 31 March 2022
Cash credits (including fixed deposit overdraft and bonds overdraft) from banks amounting to INR 232.79 lakh, carrying
interest rate in the range of 6.85% p.a. to 7.50% p.a. is repayable on demand.
Working capital demand loans from banks amounting to INR 40,785.75 lakh, carrying interest rate at 4.20% to 7.50% p.a.
is repayable on demand.
Buyers credits from banks amounting to INR 17,491.17 lakh carying interest rate SOFAR+0.15 to SOFAR 0.90 is repayable
on respective due dates.

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

d. Terms of repayment and interest rate for the year ended 31 March 2021
Cash credit from banks amounting to ` 525.20 lakh, carrying interest rate in the range of 8.00% p.a. to 10.00% p.a. is
repayable on demand.

STATUTORY REPORTS
Working capital demand loans from banks amounting to ` 11,662.17 lakh, carrying interest rate at 4.85% to 5.25% p.a. is
repayable on demand.
Buyers credits from banks amounting to ` 4,260.52 lakh carrying interest rate in the range of LIBOR +0.32 to LIBOR +0.80
is repayable on respective due dates.
(e) The Company has borrowings from banks on the basis of security of current assets and quarterly returns or statements
of current assets filed by the Company with banks are in agreement with the books of accounts.

STANDALONE FINANCIAL STATEMENTS

(f) Reconciliation of liabilities arising from financing activities
(All amounts in ` in lakh unless otherwise stated)
Particulars Long-term Lease Short-term Total
borrowings liabilities borrowings
(including
current
maturities)
As at 01 April 2020 13,175.67 1,169.86 16,030.65 30,376.18
Cash flows:
Proceeds from borrowings 8,874.00 - 484.91 9,358.91
Repayment of borrowings (7,721.84) (89.69) - (7,811.53)
Non-cash:
Impact of amortised cost adjustment for 77.96 - - 77.96
borrowings
Impact of foreign exchange fluctuations (net) - - (67.67) (67.67)
As at 31 March 2021 14,405.79 1,080.17 16,447.89 31,933.85
Cash flows:
Proceeds from borrowings 16,006.83 - 42,061.82 58,068.65
Repayment of borrowings (2,242.19) (223.01) - (2,465.20)
Non-cash:
Impact of amortised cost adjustment for (3.42) - - (3.42)
borrowings
Right-of-use assets recognised during the year - 2,425.84 - 2,425.84
As at 31 March 2022 28,167.00 3,283.00 58,509.71 89,959.71

30. TRADE PAYABLES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Dues of micro enterprises and small enterprises [refer note (i) below] 378.19 519.39
Dues of creditors other than micro enterprises and small enterprises* (refer note 45) 1,47,034.68 1,17,616.26
1,47,412.87 1,18,135.65
*includes acceptances arrangements where operational suppliers of goods and services are initially paid by banks/financial
institutions where there is no recourse on the Company.
Notes:

(i) Disclosures pursuant to section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Pursuant to the requirements under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006),
the following information has been determined by the management to the extent such parties have been identified on the
basis of information submitted to the Company, including but not limited to the UDYAM registration certificates obtained
from suppliers who have registered themselves under the MSMED Act, 2006, certificates from Chartered Accountant
regarding gross investment in plant and equipment as on 31 March 2022, and the latest audited balance sheets of the
suppliers:

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Principal amount remaining unpaid 374.80 515.07
Interest accrued and due thereon remaining unpaid 3.39 4.32
Interest paid by the Company in terms of section 16 of MSMED Act, 2006, - -
along with the amount of the payment made to the suppliers and service
providers beyond the appointed day during the year.
Interest due and payable for the period of delay in making payment (which - -
has been paid but beyond the appointed day during the year), but without
adding the interest specified under MSMED Act, 2006.
Interest accrued and remaining unpaid as at the end of the year 3.39 4.32
Further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under
section 23 of the MSMED Act, 2006.

(ii) The carrying values are considered to be reasonable approximation of their fair values.
(iii) Ageing schedule of trade payables*
(All amounts in ` in lakh unless otherwise stated)
31 March 2022 Outstanding from the due date of payment Total
Not due Less than 1 1-2 years 2-3 years More than 3
year years
Micro and small 279.49 98.70 - - - 378.19
enterprises
Others 93,275.38 53,321.37 390.18 19.67 28.08 1,47,034.68
Total 93,554.87 53,420.07 390.18 19.67 28.08 1,47,412.87
(All amounts in ` in lakh unless otherwise stated)
31 March 2021 Outstanding from the due date of payment Total
Not due Less than 1 1-2 years 2-3 years More than 3
year years
Micro and small 393.81 125.58 - - - 519.39
enterprises
Others 93,096.89 24,350.88 46.32 69.42 52.75 1,17,616.26
Total 93,490.70 24,476.46 46.32 69.42 52.75 1,18,135.65
* The Company does not have any disputed dues.

31. OTHER FINANCIAL LIABILITIES (CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Creditors for capital expenditure 5,973.08 724.12
Interest accrued 113.38 81.87
Expenses payable (refer note 45) 726.45 865.59
Employee related payables (refer note 45) 1,120.44 867.51
Deferred consideration [refer note (ii)] 951.38 417.80
Unpaid dividend* 0.45 0.49
8,885.18 2,957.38
*Investor Education and Protection Fund will be credited as and when due

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

Notes:
(i) The carrying values are considered to be reasonable approximation of their fair values.
(ii) During the year ended 31 March 2022, the Company has acquired 73% stake in AmberPR Technoplast India Private

STATUTORY REPORTS
Limited (formerly known as Pasio India Private limited) (“”AmberPR””). As per terms of Share Subscription and Purchase
Agreement, the Company is required to pay an amount of INR 550.00 lakh as DD consideration upon completion of due
diligence and a maximum amount of INR 243.09 lakh as top-up consideration based on audited operating EBITDA of
AmberPR for the FY 2021-22. The maximum outgo for “”DD consideration and top-up consideration”” will not exceed INR
550.00 lakh in entirety. For further details, refer note 9(ii).
During the year ended 31 March 2021, the Company had entered into second amendment to share purchase agreement

STANDALONE FINANCIAL STATEMENTS

dated 17 September 2020 for settlement of the deferred consideration and acquisition of remaining stake in Sidwal
Refrigeration Industries Private Limited. Consequently, the Company has extinguished the deferred consideration liability by
payment amounting to INR 4,873.74 lakh and recognised the gain amounting to INR 554.82 lakh which had resulted in net
deferred consideration amounting INR 417.80 lakh, out of which INR 401.38 lakh is still outstanding as on 31 March 2022.

32. OTHER CURRENT LIABILITIES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Advance from customers 382.05 443.16
Payable to statutory authorities 5,989.37 4,528.50
Deferred revenue* 405.40 314.12
6,776.82 5,285.78
*Includes government grant amounting to ` 27.55 lakh which is not covered under the scope of Ind AS 115. Refer note 58 for
details.

33. PROVISIONS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Provision for employee benefits*
Gratuity 69.59 54.75
Compensated absences 89.67 55.66
159.26 110.41
*For disclosures related to provision for employee benefits, refer note 51- Employee benefit obligations.

34. INCOME TAX LIABILITIES (NET)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Provision for income tax (net of advance tax and taxes deducted at source & - 809.10
taxes collected at source)
- 809.10

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

35. REVENUE FROM OPERATIONS

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Operating revenue
Sale of products 3,05,385.64 2,25,825.98
Other operating revenues
Scrap sales 3,205.27 2,362.18
Budgetory support under Goods and Services Tax regime 152.03 0.32
Electricity duty subsidy - 258.31
Job work charges 4,990.73 1,129.46
Others 26.76 14.31
3,13,760.43 2,29,590.56

36. OTHER INCOME

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Interest from
Bank deposits 1,511.28 1,113.49
Other financial assets carried at amortised cost 281.55 156.49
Perpetual Debt Instruments at fair value through other comprehensive income 1,345.76 -
Other income
Lease rent (refer note 50) - 35.42
Insurance claims 35.96 34.84
Government grant income 27.55 27.55
Foreign exchange fluctuation (net) - 884.83
Gain on settlement/fair valuation of deferred consideration [refer note 31(ii)] - 554.82
Business support income 53.72 -
MTM gain on forward contracts - 63.27
Miscellaneous income 42.79 121.49
3,298.61 2,992.20

37. COST OF MATERIALS CONSUMED

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Opening stock
Raw material 50,429.06 46,534.94
Stores, spares and other consumables 166.84 161.34
Packing material 570.45 920.48
Add: Purchases made during the year 2,79,588.64 2,02,128.01
3,30,754.99 2,49,744.77
Less: Closing stock
Raw material 56,972.76 50,429.06
Stores, spares and other consumables 159.49 166.84
Packing material 406.68 570.45
2,73,216.06 1,98,578.42

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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

38. CHANGES IN INVENTORIES OF INTERMEDIATE PRODUCTS (INCLUDING MANUFACTURED COMPONENTS) AND

FINISHED GOODS

(All amounts in ` in lakh unless otherwise stated)

STATUTORY REPORTS
Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Opening stock
Intermediate products (including manufactured components) 5,431.70 2,813.45
Finished goods 4,509.88 5,609.87
Closing stock

STANDALONE FINANCIAL STATEMENTS

Intermediate products (including manufactured components) 5,045.57 5,431.70
Finished goods 4,122.84 4,509.88
773.17 (1,518.26)

39. EMPLOYEE BENEFITS EXPENSE

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Salary, wages and bonus 6,041.15 4,406.09
Contribution to provident and other funds 309.89 255.07
Staff welfare expenses 230.93 154.66
Share based payment expenses (refer note 59) 1,567.47 -
8,149.44 4,815.82
For disclosures related to provision for employee benefits, refer note 51 - Employee benefit obligations

40. FINANCE COSTS

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Interest on
- Term loans 1,156.95 1,127.97
- Lease liabilities 193.62 114.55
- Others 2,135.38 2,087.84
Other borrowing costs 172.01 4.36
3,657.96 3,334.72

41. DEPRECIATION AND AMORTISATION EXPENSE

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Depreciation of property, plant and equipment (refer note 4) 5,785.63 4,686.07
Amortisation of intangible assets (refer note 7) 2,166.36 2,064.82
7,951.99 6,750.89

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YEAR ENDED 31 MARCH 2022 (Contd.)

42. OTHER EXPENSES

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Power, fuel and water charges 2,642.60 1,956.34
Contractual labour charges 5,120.92 4,600.85
Loading and unloading charges 119.73 100.99
Freight charges 789.41 573.69
Legal and professional fees [refer note (i)] 565.47 395.21
Workshop expenses 83.83 70.18
Travelling and conveyance 570.37 290.89
Repairs and maintenance
- plant and machinery 957.56 791.30
- buildings 209.84 157.31
- others 373.30 211.73
Insurance 239.36 227.22
Rent
- plant and machinery 1,185.51 1,000.32
- buildings 1,070.32 777.70
- others 40.39 43.44
Rates and taxes 59.60 64.54
Directors' sitting fees 55.75 18.50
Bank charges 55.74 27.91
Job work charges 251.61 160.70
Communication expenses 132.77 81.58
Donation 2.64 29.08
Vehicle running expenses 89.54 44.00
Corporate social responsibility expenditure (refer note 55) 222.27 232.91
Printing and stationary 34.72 36.08
Business promotion expenses 128.56 13.60
Advances and other balances written off 6.74 10.12
Impairment of trade receivables 30.76 12.26
Bad debts 0.19 -
Research expenses 66.03 39.58
Impairment loss on property, plant and equipment 156.08 173.28
Loss on sale of bonds 57.82 -
Loss on disposal of property, plant and equipment (net) 9.14 15.14
Foreign exchange fluctuation (net) 74.90 -
Festival expenses 41.32 38.47
Miscellaneous expenses 886.03 674.73
16,330.82 12,869.65

i) Payments to the auditor*:

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
For statutory audit and limited review 37.50 37.50
Reimbursement of expenses 0.45 1.42
Total 37.89 38.92
* Excludes fees paid to stautory auditor of Nil (31 March 2021: INR 32.00 lakh) for QIP related services adjusted from security premium.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

43. ESTIMATED AMOUNT OF CONTRACTS REMAINING TO BE EXECUTED ON CAPITAL ACCOUNT AND NOT PROVIDED
FOR (NET OF ADVANCES)

(All amounts in ` in lakh unless otherwise stated)

STATUTORY REPORTS
Particulars As at As at
31 March 2022 31 March 2021
Estimated amount of contracts remaining to be executed on 6,846.66 3,469.01
capital account and not provided for (net of advances)

44. CONTINGENT LIABILITY NOT PROVIDED FOR EXISTS IN RESPECT OF:^#

STANDALONE FINANCIAL STATEMENTS

(All amounts in ` in lakh unless otherwise stated)
Particulars As at As at
31 March 2022 31 March 2021
a) Sales tax* 74.28 96.79
b) Goods and services tax** 35.94 30.63
c) Income-tax 37.81 37.81
d) Octroi tax 15.58 15.58
e) Excise duty*** 24.39 24.39
f) Claims against the Company not acknowledged as debts
On account of claims by vendors 12.39 12.39
On account of claims by employees - 1.58
g) Corporate guarantees issued in favor of :
PICL (India) Private Limited 7,509.98 5,121.26
IL JIN Electronics (India) Private Limited 3,146.17 1,756.58
Ever Electronics Private Limited 2,859.22 1,819.96
Sidwal Refrigeration Industries Private Limited 7,764.00 8,155.55
AmberPR Technoplast India Private Limited 3,706.84 -
h) Bonus**** 1.60 1.60
* Includes amount paid under protest INR 6.68 lakh (31 March 2021 : INR 5.60 lakh).
Also, the amount appearing above is after netting off INR 7.52 lakh (31 March 2021: INR 13.42 lakh) already provided for
in the books of accounts.
** Includes amount paid under protest INR 35.94 lakh (31 March 2021 : INR 30.63 lakh).
*** Includes amount paid under protest INR 2.79 lakh (31 March 2021 : INR 2.79 lakh).
**** The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014)
revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation
of bonus. However, taking cognizance of the stay granted by various High Courts, the Company has not recognised any
differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense
as per the amended provisions w.e.f. 1 April 2015 and onwards.
^ The Hon’ble Supreme Court of India has pronounced a ruling dated 28 February 2019 in which it is held that ‘allowance’
paid to employees, will be included in the scope of ‘basic wages’ and thus, will be subject to provident fund contributions.
Petitions have been filed with Hon’ble Supreme Court of India seeking additional clarification with respect to the application
of this ruling. As this ruling has not prescribed any clarification w.r.t. to its application, the Company is in the process of
evaluating its impact. Management believes that this will not result in any material liability on the Company.
# The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The
Company’s management reasonably expects that these legal actions, when ultimately concluded and determined, will
not have a material and adverse effect on the Company’s results of operations or financial condition.

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YEAR ENDED 31 MARCH 2022 (Contd.)

45. RELATED PARTY DISCLOSURES*

A. Relationship with related parties

I. Subsidiary companies PICL (India) Private Limited
Appserve Appliance Private Limited
IL JIN Electronics (India) Private Limited
Ever Electronics Private Limited
Sidwal Refrigeration Industries Private Limited
Amber Enterprises USA Inc. (with effect from 13 September
2021)
AmberPR Technoplast India Private Limited (with effect
from 1 December 2021
Pravartaka Tooling Services Private Limited (with effect
from 1 February 2022)
II. Entities over which significant influence is exercised by the Amrit Aircon System Private Limited (upto 11 September
Company /key management personnel (either individually 2020)
or with others) AK & Co.
SL & Co.
III. Key management personnel (KMP)
a. Mr. Jasbir Singh
(Chairman & CEO and Director)
b. Mr. Daljit Singh
(Managing Director)
c. Dr. Girish Kumar Ahuja
(Independent Director)
d. Ms. Sudha Pillai
(Independent Director)
e. Mr. Satwinder Singh
(Independent Director)
f. Mr. Manoj Kumar Sehrawat
(Non-executive nominee Director)
g. Mr. Sanjay Arora
(Chief Executive Officer - Electronics Division)
h. Mr. Udaiveer Singh
(Chief Executive Officer - Mobility Application Division)
i. Mr. Sachin Gupta
(Chief Executive Officer - RAC and CAC Division)
j. Mr. Sudhir Goyal
(Chief Financial Officer)
k. Ms. Konica Yadav
(Company Secretary and Compliance Officer)
IV. Relatives of Key management personnel
a. Mr. Kartar Singh
(Chairman Emeritus)
b. Ms. Amandeep Kaur
(wife of Mr. Jasbir Singh, Chairman & CEO and Director)
c. Ms. Sukhmani Lakhat
(wife of Mr. Daljit Singh, Managing Director)
* Disclosures have been given of those related parties with whom the Company have made transactions.

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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

The following transactions were carried out with related parties in the ordinary course of business for the year ended
31 March 2022

(All amounts in ` in lakh unless otherwise stated)

STATUTORY REPORTS
S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
(A) Transactions made during the year:

STANDALONE FINANCIAL STATEMENTS

1 Rent paid
Mr. Jasbir Singh - - 34.20 -
Mr. Daljit Singh - - 12.83 -
Ms. Amandeep Kaur - - - 25.65
Ms. Sukhmani Lakhat - - - 34.20
2 Legal & professional services received
Amber Enterprises USA Inc. 50.24 - - -
3 Sale of products
PICL (India) Private Limited 161.97 - - -
IL JIN Electronics (India) Private Limited 436.47 - - -
Ever Electronics Private Limited 1,053.77 - - -
Sidwal Refrigeration Industries Private Limited 17.54 - - -
AmberPR Technoplast India Private Limited 12.34 - - -
4 Purchase of raw material
PICL (India) Private Limited 5,738.52 - - -
IL JIN Electronics (India) Private Limited 4,061.35 - - -
Sidwal Refrigeration Industries Private Limited 0.57 - - -
Ever Electronics Private Limited 1,296.37 - - -
AmberPR Technoplast India Private Limited 2,102.75 - - -
Pravartaka Tooling Services Private Limited 53.84 - - -
5 Finance Cost
AK & Co. - 51.51 - -
SL & Co. - 51.51 - -
6 Interest income on others
AK & Co. - 5.47 - -
SL & Co. - 5.47 - -
7 Unsecured Loan given
PICL (India) Private Limited 3,203.00 - - -
8 Interest accrued on unsecured loan
PICL (India) Private Limited 260.43 - - -

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
9 Remuneration paid to KMP’s
Sitting fees and commission to independent - - 55.75 -
directors^
Employee benefit expenses (including ESOP - - 2,596.57 -
impact)^^
^Name of Independent Directors
Dr. Girish Kumar Ahuja - - 17.75 -
Mr. Satwinder Singh - - 19.75 -
Ms. Sudha Pillai - - 18.25 -
^^Name of KMP
Mr. Jasbir Singh - - 342.86 -
Mr. Daljit Singh - - 268.86 -
Mr. Sudhir Goyal (including ESOP impact) - - 445.02 -
Ms. Konica Yadav - - 20.28 -
Mr. Sanjay Arora (including ESOP impact) - - 445.71 -
Mr. Sachin Gupta (including ESOP impact) - - 465.99 -
Mr. Udaiveer Singh (including ESOP impact) - - 607.85 -
10 Professional charges
Mr. Kartar Singh - - - 16.80
11 Extinguishment of personal guarantees taken*
Mr. Jasbir Singh - - 284.93 -
Mr. Daljit Singh - - 284.93 -
12 Corporate guarantee given**
PICL (India) Private Limited 2,750.00 - - -
Ever Electronics Private Limited 6,000.00 - - -
IL JIN Electronics (India) Private Limited 10,000.00 - - -
Sidwal Refrigeration Industries Private Limited 10,000.00 - - -
AmberPR Technoplast India Private Limited 7,200.00 - - -
13 Extinguishment of corporate guarantees given**
PICL (India) Private Limited 1,150.00 - - -

184
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key

STATUTORY REPORTS
significant personnel management
influence is personnel
exercised
(B) Balances at year end
1 Corporate guarantee given **
PICL (India) Private Limited 14,400.00 - - -

STANDALONE FINANCIAL STATEMENTS

IL JIN Electronics (India) Private Limited 15,750.00 - - -
Ever Electronics Private Limited 8,700.00 - - -
Sidwal Refrigeration Industries Private Limited 20,200.00 - - -
AmberPR Technoplast India Private Limited 7,200.00 - - -
2 Trade payables
IL JIN Electronics (India) Private Limited 867.84 - - -
Ever Electronics Private Limited 1,471.90 - - -
AmberPR Technoplast India Private Limited 501.45 - - -
Amber Enterprises USA Inc. 50.24 - - -
AK & Co. - 19.55 - -
SL & Co. - 19.55 - -
Dr. Girish Kumar Ahuja - - 9.90 -
Mr. Satwinder Singh - - 9.90 -
Ms. Sudha Pillai - - 9.90 -
3 Trade receivables
PICL (India) Private Limited 56.92 - - -
Ever Electronics Private Limited 1,289.09 - - -
Sidwal Refrigeration Industries Private Limited 38.67 - - -
IL JIN Electronics (India) Private Limited 436.95 - - -
AmberPR Technoplast India Private Limited 2.34 - - -
4 Advances to supplier (disclosed under other
current assets)
PICL (India) Private Limited 1,401.39 - - -
Pravartaka Tooling Services Private Limited 198.42 - - -
5 Creditor for capital expenditure
Pravartaka Tooling Services Private Limited 16.19 - - -
6 Unsecured loan given (disclosed under non-
current loans)
PICL (India) Private Limited 5,767.36 - - -
7 Lease Liabilities (Non-current)
AK & Co. - 370.59 - -
SL & Co. - 370.59 - -

185
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
8 Lease Liabilities (Current)
AK & Co. - 103.61 - -
SL & Co. - 103.61 - -
9 Security deposits given (disclosed under other
financials assets)
AK & Co. - 56.39 - -
SL & Co. - 56.39 - -
10 Security deposits given (disclosed under other
financials assets)
Mr. Jasbir Singh - - 79.80 -
Mr. Daljit Singh - - 79.80 -
Ms. Amandeep Kaur - - - 8.55
Ms. Sukhmani Lakhat - - - 11.40
11 Payable to KMP’s (disclosed under other current
financial liabilites)
Mr. Jasbir Singh - - 60.43 -
Mr. Daljit Singh - - 60.09 -
Mr. Udaiveer Singh - - 16.49 -
Mr. Sudhir Goyal - - 12.42 -
Ms. Konica Yadav - - 1.59 -
Mr. Sanjay Arora - - 3.90 -
Mr. Sachin Gupta - - 18.85 -
12 Loans to KMP's (disclosed under current loans)
Mr. Sachin Gupta - - 1.49 -
Mr. Sanjay Arora - - 13.96 -
Ms. Konica Yadav - - 3.75 -
13 Post-employment benefits of KMP's
Mr. Jasbir Singh - - 62.08 -
Mr. Daljit Singh - - 43.75 -
Mr. Udaiveer Singh - - 40.94 -
Mr. Sudhir Goyal - - 14.51 -
Ms. Konica Yadav - - 3.24 -
Mr. Sanjay Arora - - 23.63 -
Mr. Sachin Gupta - - 13.31 -
* The above disclosed balances of personal guarantees taken include original sanctioned limits of term loans by the
continuing banks.
** The above disclosed balances of corporate guarantee taken and given include original sanctioned limits of working
capital facilities and term loans by the continuing banks.

186
 AMBER ENTERPRISES INDIA LIMITED
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

45 Related party disclosures (continued)

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

STATUTORY REPORTS
(All amounts in ` in lakh unless otherwise stated)
S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised

STANDALONE FINANCIAL STATEMENTS

(A) Transactions made during the year:
1 Rent paid
Mr. Jasbir Singh - - 42.75 -
Mr. Daljit Singh - - 16.03 -
Ms. Amandeep Kaur - - - 32.06
Ms. Sukhmani Lakhat - - - 42.75
2 Sale of products
PICL (India) Private Limited 957.98 - - -
IL JIN Electronics (India) Private Limited 159.58 - - -
Sidwal Refrigeration Industries Private Limited 117.16 - - -
3 Purchase of raw material
PICL (India) Private Limited 3,764.37 - - -
IL JIN Electronics (India) Private Limited 138.00 - - -
Sidwal Refrigeration Industries Private Limited 2.21 - - -
4 Finance Cost
AK & Co. - 56.33 - -
SL & Co. - 56.33 - -
5 Interest income on others
AK & Co. - 4.94 - -
SL & Co. - 4.94 - -
6 Amortisation of corporate guarantee
Ever Electronics Private Limited 31.61 - - -
7 Rent received
PICL (India) Private Limited 35.42 - - -
8 Unsecured Loan given
PICL (India) Private Limited 2,500.00 - - -
9 Interest accrued on unsecured loan
PICL (India) Private Limited 113.58 - - -

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
10 Remuneration paid to KMP’s
Sitting fees to independent directors^ - - 18.50 -
Salary paid^^ - - 544.53 -
^Name of Independent Directors
Dr. Girish Kumar Ahuja - - 6.00 -
Mr. Satwinder Singh - - 6.50 -
Ms. Sudha Pillai - - 6.00 -

^^Name of KMP’s
Mr. Jasbir Singh - - 144.63 -
Mr. Daljit Singh - - 128.39 -
Mr. Sudhir Goyal - - 63.83 -
Ms. Konica Yadav - - 13.27 -
Mr. Sanjay Arora - - 67.59 -
Mr. Sachin Gupta - - 65.43 -
Mr. Udaiveer Singh - - 61.39 -
11 Professional charges
Mr. Kartar Singh - - - 16.80
12 Extinguishment of personal guarantees taken*
Mr. Jasbir Singh - - 10,661.37 -
Mr. Daljit Singh - - 3,661.37 -
13 Corporate guarantee given**
PICL (India) Private Limited 6,200.00 - - -
14 Extinguishment of corporate guarantees taken**
AK & Co. - 5,000.00 - -
SL & Co. - 5,000.00 - -
15 Extinguishment of corporate guarantees given**
Ever Electronics Private Limited 2,700.00 - - -
Sidwal Refrigeration Industries Private Limited 700.00 - - -

188
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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(B) Balances at year end

(All amounts in ` in lakh unless otherwise stated)
S Particulars Subsidiaries Entities Key Relatives

STATUTORY REPORTS
No. over which management of Key
significant personnel management
influence is personnel
exercised
1 Corporate guarantee given **
PICL (India) Private Limited 12,800.00 - - -

STANDALONE FINANCIAL STATEMENTS

IL JIN Electronics (India) Private Limited 5,750.00 - - -
Ever Electronics Private Limited 2,700.00 - - -
Sidwal Refrigeration Industries Private Limited 10,200.00 - - -
2 Trade payables
PICL (India) Private Limited 218.70 - - -
Appserve Appliance Private Limited 2.61 - - -
Sidwal Refrigeration Industries Private Limited 1.63 - - -
IL JIN Electronics (India) Private Limited 6.18 - - -
AK & Co. - 27.28 - -
SL & Co. - 27.28 - -
3 Trade receivables
PICL (India) Private Limited 204.99 - - -
Ever Electronics Private Limited 17.87 - - -
Sidwal Refrigeration Industries Private Limited 63.19 - - -
IL JIN Electronics (India) Private Limited 257.05 - - -
4 Advances to supplier (disclosed under other
current assets)
PICL (India) Private Limited 0.23 - - -
5 Advances from customer (disclosed under other
current liabilities)
PICL (India) Private Limited 0.14 - - -
6 Unsecured loan given (disclosed under non-
current loans)
PICL (India) Private Limited 2,548.56 - - -
7 Lease Liabilities (Non-current)
AK & Co. - 427.64 - -
SL & Co. - 427.64 - -
8 Lease Liabilities (Current)
AK & Co. - 99.57 - -
SL & Co. - 99.57 - -

189
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

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

190
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key

STATUTORY REPORTS
significant personnel management
influence is personnel
exercised
14 Advances to KMP’s (disclosed under other
current assets)
Mr. Satwinder Singh - - 0.50 -

STANDALONE FINANCIAL STATEMENTS

15 Post-employment benefits of KMP's
Mr. Jasbir Singh - - 42.40 -
Mr. Daljit Singh - - 29.58 -
Mr. Udaiveer Singh - - 24.92 -
Mr. Sudhir Goyal - - 8.40 -
Ms. Konica Yadav - - 1.94 -
Mr. Sanjay Arora - - 15.49 -
Mr. Sachin Gupta - - 7.08 -
16 Personal guarantees taken *
Mr. Jasbir Singh - - 284.93 -
Mr. Daljit Singh - - 284.93 -
* The above disclosed balances of personal guarantees taken include original sanctioned limits of term loans by the
continuing banks.
** The above disclosed balances of corporate guarantee taken and given include original sanctioned limits of working
capital facilities and term loans by the continuing banks.

46. ASSETS PLEDGED/MORTGAGED/HYPOTHECATED AS SECURITY

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Current
Inventories 66,707.34 61,107.92
Trade receivables 1,12,648.19 92,074.35
Cash and cash equivalents, and other bank balances 48,591.41 26,819.04
Investments 11,976.51 5,294.47
Loans, other financial assets and other current assets 9,721.78 4,746.36
Total current assets pledged/hypothecated as security 2,49,645.24 1,90,042.14
Non-current
Property, plant and equipment 72,298.31 50,341.48
Investments 5,087.87 4,551.87
Total assets pledged/mortgaged/hypothecated as security 3,27,031.42 2,44,935.48

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

47. TAX EXPENSE

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Income tax expense recognised in statement of profit and loss
Current tax
Current tax expense for current year 1,222.29 1,695.28
Current tax expense pertaining to prior years (6.72) 19.20
1,215.57 1,714.48
Deferred tax
Deferred tax charge for current year 954.01 679.87
Deferred tax charge pertaining to prior years - 201.48
954.01 881.35
2,169.58 2,595.83
The major components of income tax expense and the reconciliation of expense based on the domestic effective tax rate of
at 34.94% and the reported tax expense in profit or loss are as follows:
Profit before tax 6,979.60 7,751.52
Income tax using the Company's domestic tax rate * 34.94% 34.94%
Expected tax expense [A] 2,438.95 2,708.69
Tax effect of adjustment to reconcile expected income tax expense to reported
income tax expense
Non-deductible expenses/non-taxable income 114.76 (84.16)
Measurement of deferred taxes on expected tax rates (389.58) (267.91)
Tax expense related to earlier years - 220.68
Others 5.45 18.53
Total adjustments [B] (269.37) (112.86)
Actual tax expense [C=A+B] 2,169.58 2,595.83
* Domestic tax rate applicable to the Company has been computed as follows
Base tax rate 30% 30%
Surcharge (% of tax) 12% 12%
Cess (% of tax) 4% 4%
Applicable rate 34.94% 34.94%
The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company to
pay Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions, as
compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards. The
Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred tax at such
concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax liabilities are
expected to be settled in the periods during which the Company expects to be subject to lower tax rate.

Unused tax credits

MAT credit

The Company had unused MAT credit amounting to ` 3,658.03 lakh as at 31 March 2022 (previous year : ` 3,652.30 lakh). MAT
paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a
deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated
with the asset will be realised.

192
 AMBER ENTERPRISES INDIA LIMITED
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

Capital losses
During the previous year, the company has not recognised the deferred tax of INR 67.88 lakh on unused long term capital
losses under the head Capital Gains as the company is not likely to generate taxable income under the same head in foreseable

STATUTORY REPORTS
future. These losses will expire in financial year ending 31 March 2029.

48. EARNINGS PER SHARE

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021

STANDALONE FINANCIAL STATEMENTS

Net profit attributable to equity shareholders 4,810.02 5,155.69
Number of weighted average equity shares (Nominal value of ` 10 each)
- Basic 3,36,93,731 3,26,96,348
- Diluted 3,36,93,731 3,26,96,348
Earnings per share- after exceptional items and tax
- Basic 14.28 15.77
- Diluted 14.28 15.77

49. FINANCIAL RATIOS

(All amounts in ` in lakh unless otherwise stated)

S Ratio Measurement Numerator Denominator FY FY Change Remarks
No. unit 2021-22 2020-21
Ratio Ratio
1 Current Times Current assets Current 1.10 1.30 -15.28% Refer note (i)
ratio liabilities
2 Debt-equity Times Total debt Shareholder's 0.54 0.20 168.86% Refer note (ii)
ratio [Long-term equity
borrowings
+ Short-term
borrowings]
3 Debt Times Earnings available Debt service 2.98 2.58 15.32% Refer note (i)
service for debt service [finance cost
coverage [Net profit after as per Profit &
ratio taxes + Non-cash Loss Account
operating + lease
expenses like payments
depreciation + principal
and other repayments
amortisations + (other
Interest + Other than pre-
adjustments like payments, if
loss on sale of any)]
fixed assets, etc.]
4 Return on Percentage Net Profits Average 3.08% 3.96% -22.06% Refer note (i)
equity ratio after taxes – Shareholder’s
Preference Equity
Dividend (if any)
5 Inventory Times Revenue from Average 4.91 3.92 25.26% Refer note (iii)
turnover operations inventories
ratio ((Opening
+ Closing
balance) / 2)

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YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Ratio Measurement Numerator Denominator FY FY Change Remarks
No. unit 2021-22 2020-21
Ratio Ratio
6 Trade Times Revenue from Average trade 3.07 2.71 13.29% Refer note (i)
receivables operations receivables
turnover [(Opening
ratio balance
+ Closing
balance) / 2]
7 Trade Times Total purchases Average trade 2.11 1.87 12.46% Refer note (i)
payables payables
turnover [(Opening
ratio balance
+ Closing
balance) / 2]
8 Net capital Times Revenue from Working 13.75 5.25 162.10% Refer note (iii)
turnover operations capital
ratio [Current
assets -
Current
liabilities]
9 Net profit Percentage Net profit after Revenue from 1.53% 2.25% -31.73% Refer note (iv)
ratio taxes operations
10 Return on Percentage Profit before Capital 4.44% 6.27% -29.09% Refer note (v)
capital interest and taxes employed
employed [Tangible
net worth +
Total debt +
Deferred tax
liability]
11 Return on
investment
(a) Investment Percentage Weighted average Weighted 6.26% 0.00% NA Refer note (vi)
in perpetual yield on Perpetual time average
bonds Bonds investment
in perpetual
bonds
(b) Bank Percentage Interest from bank Weighted time 6.09% 7.15% -14.75% Refer note (i)
deposits deposits average bank
deposits
Notes:
(i) There is no significant change (25% or more) in FY 2021-22 in comparison to FY 2020-21.
(ii) The reasons for significant change in ratio is due to increase in debt taken by the Company for meeting its capital
requirements for expansion of existing facilities and set-up of new manufacturing units.
(iii) The increase in ratio is primarily attributable to the increase in revenue from operations during FY 2021-22 in comparison
to FY 2020-21, which was largely impacted owing to COVID-19 pandemic.
(iv) The decrease in ratio is due to increase in commodity prices and share based payment expenses incurred during current
financial year.
(v) The change in ratio is attributable to the increase in debt taken by the Company for meeting its capital requirements
for expansion of existing facilities, set-up of new manufacturing units, increase in commodity prices and share based
payment expenses incurred during current financial year
(vi) The increase in ratio is attributable to the reason that there was negligible income from perpetual bonds in FY 2020-21
as the investment in bonds was done at the end of the FY 20-21.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

50. LEASES

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

(All amounts in ` in lakh unless otherwise stated)

STATUTORY REPORTS
Particulars As at As at
31 March 2022 31 March 2021
Current 570.98 212.47
Non-current 2,712.02 867.71
3,283.00 1,080.18
The Company has leases for plant and machinery, office premises, factory lands and related facilities. With the exception of

STANDALONE FINANCIAL STATEMENTS

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

A The following are amounts recognised in profit or loss:

(All amounts in ` in lakh unless otherwise stated)
Particulars 31 March 2022 31 March 2021
Depreciation expense of right-of-use assets 506.33 303.84
Interest expense on lease liabilities 193.62 114.55
Rent expense* 2,296.22 1,821.46
Total 2,996.17 2,239.85
*Rent expense in case of short term leases
B The lease liabilities are secured by the related underlying assets. The maturity analysis of lease liabilities are disclosed in
note 53.
C The Company does not have any liability to make variable lease payments for the right to use the underlying asset
recognised in the financials.
D Total cash outflow for leases for the year ended 31 March 2022 was ` 1,822.04 lakh (previous year: ` 1,479.13 lakh).
E The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business
needs. Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised.
F Operating leases as lessor
The Company leases out investment properties under operating leases (refer note 6).

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YEAR ENDED 31 MARCH 2022 (Contd.)

51. EMPLOYEE BENEFIT OBLIGATIONS

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Current Non-current Current Non-current
Gratuity 69.59 370.21 54.75 268.66
Compensated absences 89.67 139.71 55.66 133.06
Total 159.26 509.92 110.41 401.72

A Disclosure of gratuity

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

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Current service cost 97.33 76.52
Interest cost 23.35 22.71
Net impact on profit (before tax) 120.68 99.23
Actuarial (gain)/loss recognised during the year 33.61 (11.65)
Amount recognised in total comprehensive income 154.29 87.58

(ii) Change in the present value of obligation:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Present value of defined benefit obligation as at the beginning of the 573.28 501.70
year
Current service cost 97.33 76.52
Interest cost 41.56 35.12
Benefits paid (16.39) (26.52)
Actuarial (gain)/loss 31.92 (13.54)
Present value of defined benefit obligation as at the end of the year 727.70 573.28

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

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Fair value of plan assets at the beginning of the year 249.87 179.69
Expected return on plan assets 18.21 12.41
Contributions 37.91 86.88
Benefits Paid out of Planned Asset Funds (16.39) (24.75)
Adjustments* - (2.47)
Actuarial Gain/( Loss) on planned asset (1.69) (1.89)
Fair value of plan assets at the end of the year 287.90 249.87
*100% of fund is managed by Insurance Company.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

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

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021

STATUTORY REPORTS
Present value of funded obligation as at the end of the year 727.70 573.28
Fair value of plan assets as at the end of the year funded status 287.90 249.87
Unfunded/funded net liability recognised in balance sheet 439.80 323.41

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

(All amounts in ` in lakh unless otherwise stated)

STANDALONE FINANCIAL STATEMENTS

Description 31 March 2022 31 March 2021
Actuarial (gain)/loss from change in demographic assumption - -
Actuarial (gain)/loss from change in financial assumption (15.81) 1.78
Actuarial (gain)/loss from experience adjustment 49.42 (13.43)
Total actuarial (gain)/loss 33.61 (11.65)

(vi) Actuarial assumptions:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Discount rate 7.25% 7.00%
Rate of increase in compensation levels 5.00% 5.00%
Retirement age 60 years 60 years
Notes:
1) The gratuity plan of the Company is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act,
employees are entitiled to specific benefit at the time of retirement or termination of the employment on
completion of five years or death while in employment. The level of benefit provided depends on member’s
length of service and salary at the time of retirement/termination age.
2) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet
date for the estimated terms of obligations.
3) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
4) Plan assets do not include any of the company’s own financial assets or any other assets used by the Company.
The Company makes contribution to Life Insurance Corporation of India (“LIC of India”). The assets managed
by the fund manager are highly liquid in nature and the Company does not expect any significant liquidity risks.
5) The Company makes annual contributions to the LIC of an amount advised by them.
6) The best estimated expense for the next year is INR 110.71 lakh.
7) The weighted average duration of defined benefit obligation is 14-23 years (previous year : 15-24 years).

(vii) Sensitivity analysis for gratuity liability

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Impact of change in discount rate
Present value of obligation at the end of the year 727.70 573.28
- Impact due to increase of 1 % (61.71) (56.71)
- Impact due to decrease of 1 % 71.65 52.02
Impact of change in salary increase
Present value of obligation at the end of the year 727.70 573.28
- Impact due to increase of 1 % 72.56 52.63
- Impact due to decrease of 1 % (63.49) (58.06)

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YEAR ENDED 31 MARCH 2022 (Contd.)

The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating
the sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present
value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting
period) has been applied which was applied while calculating the defined benefit obligation liability recognised in
the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
previous year.

(viii) Maturity profile of defined benefit obligation

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Within next 12 months 69.58 54.39
Between 1-5 years 90.99 69.33
Beyond 5 years 567.13 449.56

B Disclosure of compensated absences

Actuarial assumptions

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Discount rate 7.25% 7.00%
Rate of increase in compensation levels 5.00% 5.00%
Retirement age 60 years 60 years

52. FAIR VALUE DISCLOSURES

i) Fair values hierarchy

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

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

(All amounts in ` in lakh unless otherwise stated)

Particulars Level 31 March 2022 Level 31 March 2021
Financial assets
Derivative asset [refer (a) below] Level 3 124.19
Derivative asset [refer (b) below] Level 2 62.81
Investment in perpetual bonds [refer (c) below] Level 1 22,315.28 Level 1 10,807.14
Investment in unquoted equity shares [refer Level 3 159.65 -
(d) below]
Financial liabilities
Derivative liability [refer (a) below] Level 3 647.30

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

A. Valuation process and technique used to determine fair value

(a) In order to arrive at the fair value of derivative asset and liability, the Company obtained fair value of options
using appropriate method with the assistance of valuation expert.

STATUTORY REPORTS
(b) Derivative assets are valued using forward exchange rates at the balance sheet date.

(c) The fair value of investments in quoted bonds is based on the current bid price of respective investment as at
the balance sheet date.

(d) The fair value of investments in unquoted equity shares is based on the discounted future cash flows of
respective investment.

STANDALONE FINANCIAL STATEMENTS

B. Significant unobservable inputs used in Level 3 fair values and sensitivity of the closing values as at 31 March
2022 to such inputs is as below :

(All amounts in ` in lakh unless otherwise stated)

Description Derivative asset Derivative liability
Impact on fair value if change in volatility
- Impact due to increase of 5.00 % (2.93) 20.84
- Impact due to decrease of 5.00 % 3.88 (19.24)
Impact on fair value if change in weighted average cost of capital
- Impact due to increase of 1.00 % 52.45 (32.75)
- Impact due to decrease of 1.00 % (54.74) 33.71
Impact on fair value if change in forecasted EBITDA
- Impact due to increase of 10.00 % (170.57) 207.82
- Impact due to decrease of 10.00 % 169.18 (202.73)

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

(All amounts in ` in lakh unless otherwise stated)

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(iii) Fair value of instruments measured at amortised cost

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

(All amounts in ` in lakh unless otherwise stated)

Particulars Level 31 March 2022 31 March 2021
Carrying Fair value Carrying Fair value
value value
Financial assets
Loans Level 3 5,767.36 5,767.36 2,548.56 2,548.56
Other financial assets Level 3 8,374.24 8,447.49 10,893.58 10,922.00
Total financial assets 14,141.60 14,214.85 13,442.14 13,470.56
Financial liabilities
Borrowings Level 3 28,280.38 28,280.38 14,487.66 14,487.66
Lease liabilities Level 3 3,283.00 3,560.78 1,080.17 1,198.52
Other financial liabilities Level 3 303.78 303.78 - -
Total financial liabilities 31,867.16 32,144.94 15,567.83 15,686.18
The management assessed that cash and cash equivalents, other bank balances, trade receivables, other current financial
assets, trade payables, short term borrowings and other current financial liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is
included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other
than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
(i)  Long-term fixed-rate receivables are evaluated by the Company based on parameters such as interest rates,
individual creditworthiness of the customer and other market risk factors.
(ii)  The fair values of the Company’s borrowings, fixed interest-bearing receivables and lease liabilities are determined
by applying discounted cash flows (‘DCF’) method, using discount rate that reflects the issuer’s borrowing rate
as at the end of the reporting period. The own non-performance risk as at 31 March 2022 was assessed to be
insignificant.
(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to
changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with
changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans
are in close approximation from market rates applicable to the Company. Therefore, the management estimates that
the fair value of these borrowings are approximate to their respective carrying values.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

53. FINANCIAL RISK MANAGEMENT

i) Financial instruments by category

(All amounts in ` in lakh unless otherwise stated)

STATUTORY REPORTS
Particulars 31 March 2022 31 March 2021
FVTPL FVOCI Amortised FVTPL FVOCI Amortised
cost cost
Financial assets
Investments* 159.65 22,315.27 - - 10,807.14 -

STANDALONE FINANCIAL STATEMENTS

Loans - - 5,909.37 - - 2,711.35
Other financial assets 124.19 - 9,203.94 62.81 - 12,607.51
Trade receivables - - 1,12,648.19 - - 92,074.35
Cash and cash equivalents - - 25,472.88 - - 16,216.32
Other bank balances - - 23,118.53 - - 10,602.71
Total 283.84 22,315.27 1,76,352.91 62.81 10,807.14 1,34,212.24
Financial liabilities
Borrowings - - 86,790.09 - - 30,935.54
Trade payables - - 1,47,412.87 - - 1,18,135.65
Lease liabilities - - 3,283.00 - - 1,080.18
Other financial liabilities 647.30 - 9,075.58 - - 2,875.51
Total 647.30 - 2,46,561.54 - - 1,53,026.88
*Investments in subsidiaries are carried at cost as per Ind AS 27 – Separate financial statements and therefore, not
presented here.

ii) Risk Management

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

Risk Exposure arising from Measurement Management

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

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

a) Credit risk management

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

(All amounts in ` in lakh unless otherwise stated)

Credit rating Particulars 31 March 2022 31 March 2021
A: Low Loans 5,909.37 2,711.35
Investments 62,117.08 44,653.01
Other financial assets 9,328.13 12,670.32
Cash and cash equivalents 25,472.88 16,216.32
Other bank balances 23,118.53 10,602.71
Trade receivables 1,12,711.71 92,111.64
B: Medium Trade receivables 63.52 37.29
C: High Trade receivables 11.92 7.39

Cash and cash equivalents and bank deposits

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

b) Expected credit losses

Trade receivables
(i) The Company recognises lifetime expected credit losses on trade receivables using a simplified approach

STATUTORY REPORTS
and uses historical information to arrive at loss percentage relevant to each category of trade receivables.
(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:

(All amounts in ` in lakh unless otherwise stated)

Reconciliation of loss allowance Trade receivables
Loss allowance on 01 April 2020 32.42

STANDALONE FINANCIAL STATEMENTS

Add (Less): Changes in loss allowances due to bad debts 12.26
Loss allowance on 31 March 2021 44.68
Add (Less): Changes in loss allowances due to bad debts 30.76
Loss allowance on 31 March 2022 75.44

Other financial assets measured at amortised cost

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

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

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
- Expiring within one year (cash credit and other facilities) 77,369.99 35,537.45
- Expiring beyond one year (bank loans) - -
77,369.99 35,537.45
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

b) Maturities of financial liabilities

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

(All amounts in ` in lakh unless otherwise stated)

31 March 2022 Less than 1 1-3 year 3-5 year More than 5 Total
year years
Non-derivative
Borrowings (including interest) 64,552.04 13,978.76 8,803.15 3,930.38 91,264.33
Trade payable 1,47,412.87 - - - 1,47,412.87
Lease liabilities 593.79 1,242.85 1,185.92 1,452.04 4,474.61
Other financial liabilities 8,771.80 303.78 - - 9,075.58
Derivative
Derivative liability - 647.30 - - 647.30
Total 2,21,330.50 16,172.69 9,989.08 5,382.42 2,52,874.69

(All amounts in ` in lakh unless otherwise stated)

31 March 2021 Less than 1 1-3 year 3-5 year More than 5 Total
year years
Non-derivative
Borrowings (including interest) 19,886.53 7,661.68 6,240.39 - 33,788.61
Trade payable 1,18,135.65 - - - 1,18,135.65
Lease liabilities 222.57 438.05 472.45 479.52 1,612.59
Other financial liabilities 2,875.51 - - - 2,875.51
Total 1,41,120.25 8,099.73 6,712.85 479.52 1,56,412.36

C) Market risk

a) Foreign currency risk

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

(All amounts in ` in lakh unless otherwise stated)

Nature Description of hedge 31 March 2022 31 March 2021
of hedge Amount Amount in Amount Amount in
instrument in foreign ` lakh in foreign ` lakh
currency currency
(USD) (USD)
Contract : Forward contract
Forward To take protection against - - 64,32,197 4,706.19
contract appreciation in Indian Rupees against
USD payable in respect of direct
imports
Forward To take protection against - - 66,53,025 4,867.76
contract appreciation in Indian Rupees against
USD payable in respect of imports
against letter of credit

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(ii) Unhedged foreign currency risk exposure in USD:

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

STATUTORY REPORTS
(All amounts in ` in lakh unless otherwise stated)
Particulars 31 March 2022 31 March 2021
EURO USD EURO USD
Financial assets - 170.90 - 513.85
Financial liabilities 95.67 65,251.51 - 33,165.99
Net exposure to foreign currency risk (liabilities) (95.67) (65,080.61) - (32,652.14)

STANDALONE FINANCIAL STATEMENTS

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
EURO sensitivity
INR/EURO- increase by 5.62% (previous year : 0%)* (5.38) -
INR/EURO- decrease by 5.62% (previous year : 0%)* 5.38 -
USD sensitivity
INR/USD- increase by 4.64% (previous year : 4.38%)* (3,019.74) (1,430.16)
INR/USD- decrease by 4.64% (previous year : 4.38%)* 3,019.74 1,430.16
* Holding all other variables constant

b) Interest rate risk

i) Liabilities
The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31
March 2022, the Company is exposed to changes in market interest rates through bank borrowings at
variable interest rates. The Company’s investments in fixed deposits, all pay fixed interest rates.
Interest rate risk exposure
Below is the overall exposure of the Company to interest rate risk:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Variable rate borrowing 85,141.36 28,979.47
Fixed rate borrowing 1,535.35 1,874.20
Total borrowings 86,676.71 30,853.67

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Interest sensitivity*
Interest rates – increase by 100 bps (previous year: 100 bps)* 851.41 289.79
Interest rates – increase by 100 bps (previous year: 100 bps)* (851.41) (289.79)
* Holding all other variables constant

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

ii) Assets
The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest rates.
The Company’s investments in perpetual bonds are carried at fair value through other comprehensive
income and are fixed rate investments. They are therefore not subject to interest rate risk as defined in
Ind AS 107.
The Company has advanced loans to related parties at variable interest rates. The loans are therefore
subject to interest rate risk as defined in Ind AS 107.
Interest rate risk exposure
Below is the overall exposure of the Company to interest rate risk:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Loans to related parties 5,767.36 2,548.56
Sensitivity
Below is the sensitivity of profit or loss due to changes in interest rates.

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Interest sensitivity*
Interest rates – increase by 100 bps (previous year: 100 bps)* 57.67 25.49
Interest rates – increase by 100 bps (previous year: 100 bps)* (57.67) (25.49)
* Holding all other variables constant

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

Impact on other comprehensive income before tax

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Investment in perpetual bonds
Value - increase by 5% 1,115.76 540.36
Value - decrease by 5% (1,115.76) (540.36)

Impact on profit before tax

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Investment in unquoted equity instruments
Value - increase by 5% 7.98 -
Value - decrease by 5% (7.98) -

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

D) Other risk- Impact of COVID-19

In March 2020, World Health Organization (WHO) had declared the outbreak of Novel Coronavirus Infection Disease
2019 (COVID-19) as a pandemic. Complying with the directives of Government, the plants and offices of the Company

STATUTORY REPORTS
had been under lock-down for few months, resulting thereto, the operations for the year have been impacted. Post
lockdown, the Company has gradually resumed its manufacturing operations to normal. However, the recent second
wave of Covid-19 has resulted in re-imposition of partial lockdowns/restrictions in various states, which might
continue to impact the Company’s performance.
The Company has taken into account all the possible impacts of COVID-19 including the possible impacts of second
wave in preparation of these standalone financial statements, including but not limited to its assessment of liquidity

STANDALONE FINANCIAL STATEMENTS

and going concern assumption, recoverable values of its financial and non-financial assets, investments, leases,
impact on revenues and cost etc. The Company has carried out this assessment based on available internal and
external sources of information upto the date of approval of these standalone financial statements and believes
that the impact of COVID-19 is not material to these standalone financial statements and expects to recover the
carrying amount of its assets. The impact of COVID-19 on these standalone financial statements may differ from
that estimated as at the date of approval of these standalone financial statements owing to the nature and duration
of COVID-19.

54. CAPITAL MANAGEMENT

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Total borrowings 86,676.71 30,853.67
Total equity 1,59,444.50 1,52,597.34
Debt to equity ratio 0.54 0.20

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

55. The Company was required to spend ` 222.27 lakh (previous year : ` 232.91 lakh) on Corporate social responsibility
(CSR) activities during the year ended 31 March 2022 in accordance with Section 135 of the Companies Act, 2013 read
with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The details of
amount actually spent by the Company during the year are:
For the year ended 31 March 2022:

(All amounts in ` in lakh unless otherwise stated)

S. Particulars Amount paid Amount yet Total
No. in cash* to be paid in
cash
(i) Preventing and promoting health care, sanitation and making available 25.10 25.10
safe drinking water
(ii) Promoting education including special education and employment 74.30 74.30
enhancing vocation skills especially among children, women, elderly and
the differently abled and livelihood enhancement projects
(iii) Promoting gender equality, empowering women, setting up homes and 7.50 7.50
hostels for women and orphans; setting up old age homes, day care
centres and such other facilities for senior citizens and measures for
reducing inequalities faced by socially and economically backward groups
(iv) Ensuring environmental sustainability, ecological balance, protection 115.37 115.37
of flora & fauna, animal welfare, agroforestry, conservation of natural
resources & maintaining quality of soil, air & water
Total 222.27 - 222.27
Unspent amount provided during the current year - - -
Total 222.27 - 222.27
Amount transferred to Unspent CSR account as per section 135(6) - - -

For the year ended 31 March 2021:

(All amounts in ` in lakh unless otherwise stated)

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

*Represents amount paid through bank

^Due to Covid-19 pandemic in the country, the Company was not able to undertake its CSR activities fully in the FY 2020-
21, hence against the total approved budget of ` 232.91 lakh to be expended in the FY 2020-21, the Company had spent

STATUTORY REPORTS
` 158.11 lakh on approved CSR projects/activities as on 31 March 2021 and ` 74.80 lakh remained unspent. The Company had
transferred the unspent amount on 28 April 2021 to separate CSR account within 30 days from the end of FY in accordance
with the CSR Amendment Rules, 2021. Accordingly, the Company has provided for such unspent CSR amount.

56. PARTICULARS OF LOANS GIVEN/INVESTMENTS MADE/GUARANTEES GIVEN, AS REQUIRED BY CLAUSE (4) OF

SECTION 186 OF THE COMPANIES ACT, 2013:

STANDALONE FINANCIAL STATEMENTS

(All amounts in ` in lakh unless otherwise stated)
Name Nature Amount of loan Rate of interest Purpose for which the
outstanding as at (p.a.) loan/security/guarantee
31 March 2022 is utilized
PICL (India) Private Limited Guarantee 7,509.98 4.38% to 9.05% Capital expenditure and working
capital requirement
PICL (India) Private Limited Unsecured loan 5,767.36 5.75% Capital expenditure and working
capital requirement
DSP Works Automation and Unsecured loan 50.00 7.00% Working capital requirement
Wireless Network Solutions
Private Limited
IL JIN Electronics (India) Guarantee 3,146.17 4.50% to 7.50% Capital expenditure and working
Private Limited capital requirement
Ever Electronics Private Guarantee 2,859.22 4.50% to 8.10% Capital expenditure and working
Limited capital requirement
Sidwal Refrigeration Guarantee 7,764.00 7.90% Working capital requirement
Industries Private Limited
AmberPR Technoplast India Guarantee 3,706.84 5.60% Capital expenditure and working
Private Limited capital requirement
Investment made has been disclosed in note 9.

57. SEGMENT INFORMATION

The Company’s primary business segment is reflected based on principal business activities carried on by the Company.
Chairman and Managing Director have been identified as the Chief Operating Decision Makers (‘CODM’) and evaluates the
Company’s performance and allocates resources based on analysis of the various performance indicators of the Company
as a single unit. Therefore, there are no separate reportable business segments as per Ind AS 108- Operating Segments. The
Company operates in one reportable business segment i.e., manufacturing of consumer durable products and is primarily
operating in India and hence, considered as single geographical segment. Majority of the revenue is derived from one geography
and one external customers amounting to ` 75,969.96 lakh (previous year: ` 103,153.89 lakh from two external customers).

58. REVENUE FROM CONTRACTS WITH CUSTOMERS

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

(a) Disaggregation of revenue

The Company has performed a disaggregated analysis of revenues considering the nature, amount, timing and uncertainty
of revenues. This includes disclosure of revenues by geography and timing of recognition.
(All amounts in ` in lakh unless otherwise stated)

Revenue from operations 31 March 2022

Sale of Sale of Other operating Total
products services* revenue**
Revenue by geography
Domestic 3,04,353.21 4,990.73 3,205.27 3,12,549.21
Export 1,032.43 - - 1,032.43
Total 3,05,385.64 4,990.73 3,205.27 3,13,581.64
Revenue by time
Revenue recognised at point in time 3,13,581.64
Revenue recognised over time -
Total 3,13,581.64
(All amounts in ` in lakh unless otherwise stated)

Revenue from operations 31 March 2021

Sale of Sale of Other operating Total
products services* revenue**
Revenue by geography
Domestic 2,25,315.26 1,129.46 2,362.18 2,28,806.90
Export 510.72 510.72
Total 2,25,825.98 1,129.46 2,362.18 2,29,317.62
Revenue by time
Revenue recognised at point in time 2,29,317.62
Revenue recognised over time -
Total 2,29,317.62
* Includes job work charges
** Excluding Budgetory support under Goods and Service Tax regime, Electricity duty subsidy, Job work charges and
others, if any

(b) Revenue recognised in relation to contract liabilities

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

(All amounts in ` in lakh unless otherwise stated)

Description Year ended Year ended
31 March 2022 31 March 2021
Revenue recognised in the reporting period that was included in the 443.93 117.42
contract liability balance at the beginning of the period
Revenue recognised in the reporting period from performance obligations - -
satisfied (or partially satisfied) in previous periods
Total 443.93 117.42

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(c) Assets and liabilities related to contracts with customers^

(All amounts in ` in lakh unless otherwise stated)

Description As at 31 March 2022 As at 31 March 2021

STATUTORY REPORTS
Non-current Current Non-current Current
Contract liabilities related to sale of goods
Advance from customers - 382.05 - 443.16
Deferred revenue - 377.85 - 286.57
^Remaining performance obligations as at the reporting date are expected to be recognised over the next year by the

STANDALONE FINANCIAL STATEMENTS

Company.

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

(All amounts in ` in lakh unless otherwise stated)

Description Year ended Year ended
31 March 2022 31 March 2021
Contract price 3,13,663.30 2,29,557.59
Less: Discount, rebates, credits etc. (81.66) (239.97)
Revenue from operations as per Statement of Profit and Loss 3,13,581.64 2,29,317.62

59. SHARE BASED PAYMENTS

(a) Scheme details
The Board of Directors, on the recommendation of Nomination and Remuneration Committee in its meeting held on
19 April 2021 has granted 2,20,000 options to certain identified eligible employees of the Company and its subsidiaries at
` 2,400 per option, under “Amber Enterprises India Limited - Employee Stock Option Plan 2017” (“Plan”). Vesting will be
made in four years in equal ratio i.e. 25% every year, after the statutory period of one year from the date of grant of Option.
Exercise period in respect of an Option shall commence after vesting of such options, as authorised by the Nomination
and Remuneration Committee and Board, subject to a maximum period of 3 (Three) years. This was pursuant to the
approval from the shareholders through postal ballot concluded on 24 December 2020. Details of number of options
outstanding have been tabulated below:

Number of options Grant date Vesting date Exercise period Exercise price Fair value on
outstanding grant date
55,000 19-Apr-21 18-Apr-22 3 years from date of vesting 2,400.00 1,312.40
55,000 19-Apr-21 18-Apr-23 3 years from date of vesting 2,400.00 1,457.20
55,000 19-Apr-21 18-Apr-24 3 years from date of vesting 2,400.00 1,598.10
55,000 19-Apr-21 18-Apr-25 3 years from date of vesting 2,400.00 1,731.00
(b) Compensation expenses arising on account of the share based payments

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Expenses arising from equity – settled share-based payment transactions 1,567.47 -
Total 1,567.47 -
(c) Fair value on the grant date
The fair value at grant date is determined using “Black Scholes Pricing Model” which takes into account the exercise price,
term of the option, share price at grant date and expected price volatility of the underlying shares, expected dividend yield
and the risk free interest rate for the term of the option.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE
YEAR ENDED 31 MARCH 2022 (Contd.)

The following inputs were used to determine the fair value for options granted on 19 April 2021.
Description Vest 1 Vest 2 Vest 3 Vest 4
Number of options outstanding 55,000.00 55,000.00 55,000.00 55,000.00
Grant date 19-Apr-21 19-Apr-21 19-Apr-21 19-Apr-21
Financial year of vesting 2022-23 to 2023-24 to 2024-25 to 2025-26 to
2025-26 2026-27 2027-28 2028-29
Share price on grant date (in `) 3,147.95 3,147.95 3,147.95 3,147.95
Expected life (in years) 2.5 3.5 4.5 5.5
Price volatility of company’s share * 44.10% 42.40% 42.10% 42.20%
Risk free interest rate 4.70% 5.20% 5.50% 5.80%
Exercise price (in `) 2,400.00 2,400.00 2,400.00 2,400.00
Dividend yield 0.29% 0.29% 0.29% 0.29%
Fair value of option (in `) 1,312.40 1,457.20 1,598.10 1,731.00
* The measure of volatility used is the annualised standard deviation of the continuously compounded rates of return
of stock over the expected lives of different vests, prior to grant date. Volatility has been calculated based on the daily
closing market price of the Company’s stock on BSE over these years.
(d) Movement in share options during the year
(All amounts in ` in lakh unless otherwise stated)
Description Number of Weighted average
options exercise price
Outstanding as on 01 April 2021 - -
Options granted during the year 2,20,000 2,400.00
Options forfeited/lapsed/expired during the year - -
Options exercised during the year - -
Options outstanding as at 31 March 2022 ^# 2,20,000 2,400.00
Exercisable at the end of the period. - -
^ The weighted average remaining contractual life of the share options outstanding at the end of year is 3.53 years.
# The weighted average fair value of share options outstanding at the end of year is ` 1,524.68 per share option.

60. ADDITIONAL REGULATORY INFORMATION

(i) The title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the
name of the Company.
(ii) There are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition
of Benami Property Transactions Act, 1988 and rules made thereunder.
(iii) The Company has not been declared a wilful defaulter by any bank or financial institution or government or any government
authority.
(iv) The following table summarises the transactions with the companies struck off under section 248 of the Companies Act,
2013 or section 560 of Companies Act, 1956 for the year ended as at March 31, 2022:
Name of struck off company Nature of transactions with Balance Relationship with the
struck off company outstanding as on Struck off company, if
31 March 2022 any
Havinhomes Realty & Consulting Rental service availed 0.42 External Vendor
Services Private Limited
Apple QA Certifications Private Limited Professional service availed 0.01 External Vendor
The following table summarises the transactions with the companies struck off under section 248 of the Companies Act,
2013 or section 560 of Companies Act, 1956 for the year ended as at March 31, 2021:

Name of struck off company Nature of transactions with Balance Relationship with the
struck off company outstanding as on Struck off company, if
31 March 2021 any
Apple QA Certifications Private Limited Professional service availed - External Vendor

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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION FOR THE

CORPORATE OVERVIEW
YEAR ENDED 31 MARCH 2022 (Contd.)

(v) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies
beyond the statutory period.
(vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017.

STATUTORY REPORTS
(vii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.
(viii) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or

STANDALONE FINANCIAL STATEMENTS

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ix) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(x) Money raised by way of term loans were applied for the purposes for which these were obtained.
(xi) The Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of
account, in the tax assessments under the Income Tax Act, 1961 as income during the current or previous year.
(xii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(xiii) The Company does not have any advances in the nature of loans during the year.

61. EVENTS AFTER THE REPORTING PERIOD

The Company has evaluated all the subsequent events through 13 May 2022, which is the date on which these standalone
financial statements were issued, and no events have occurred from the balance sheet date through that date except for
matters that have already been considered in these standalone financial statements.
However, subsequent to the year end, the Board of Directors (the “Board”) on the recommendation of the Nomination and
Remuneration Committee (the “Committee”) in its meeting held on 13 May 2022, has granted 250,000 options to certain
identified eligible employees of the Company and its subsidiaries under “Amber Enterprises India Limited Employee Stock
Option Plan 2017” as amended by the shareholders through postal ballot on 24 December 2020. Such options are issued at a
discount of ` 500 per option on latest closing price of the equity share of the Company on recognized stock exchange where
the equity shares of the Company have highest trading volume on the date of meeting.

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

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

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

213
INDEPENDENT AUDITOR’S REPORT

To the Members of Amber Enterprises India Limited Basis for Opinion

3. We conducted our audit in accordance with the
REPORT ON THE AUDIT OF THE CONSOLIDATED Standards on Auditing specified under section 143(10)
FINANCIAL STATEMENTS of the Act. Our responsibilities under those standards
Opinion are further described in the Auditor’s Responsibilities
1. 
We have audited the accompanying consolidated for the Audit of the Consolidated Financial Statements
financial statements of Amber Enterprises India section of our report. We are independent of the
Limited (‘the Holding Company’) and its subsidiaries Group, in accordance with the Code of Ethics issued
(the Holding Company and its subsidiaries together by the Institute of Chartered Accountants of India
referred to as ‘the Group’), as listed in Annexure I, (‘ICAI’) together with the ethical requirements that
which comprise the Consolidated Balance Sheet are relevant to our audit of the consolidated financial
as at 31 March 2022, the Consolidated Statement statements under the provisions of the Act and
of Profit and Loss (including Other Comprehensive the rules thereunder, and we have fulfilled our other
Income), the Consolidated Cash Flow Statement and ethical responsibilities in accordance with these
the Consolidated Statement of Changes in Equity for requirements and the Code of Ethics. We believe that
the year then ended, and a summary of the significant the audit evidence we have obtained is sufficient and
accounting policies and other explanatory information. appropriate to provide a basis for our opinion.

2. In our opinion and to the best of our information Emphasis of Matter – COVID-19
and according to the explanations given to us, the 4. We draw attention to Note 52(ii)(D) to the accompanying
aforesaid consolidated financial statements give consolidated financial statements, which describes
the information required by the Companies Act, the effects of uncertainties relating to the outbreak of
2013 (‘the Act’) in the manner so required and give COVID - 19 pandemic and management’s evaluation
a true and fair view in conformity with the Indian of the impact on the Group’s operations and the
Accounting Standards (‘Ind AS’) specified under accompanying financial statements of the Group
section 133 of the Act, read with the Companies as at the balance sheet date, the extent of which is
(Indian Accounting Standards) Rules, 2015, and other significantly dependent on future developments. Our
accounting principles generally accepted in India of opinion is not modified in respect of this matter.
the consolidated state of affairs of the Group, as at 31
Key Audit Matters
March 2022, and their consolidated profit (including
other comprehensive income), consolidated cash 5. Key audit matters are those matters that, in our
flows and the consolidated changes in equity for the professional judgment, were of most significance in
year ended on that date. our audit of the consolidated financial statements of
the current period. These matters were addressed in
the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

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ANNUAL REPORT 2021-22

INDEPENDENT AUDITOR’S REPORT (Contd.)

CORPORATE OVERVIEW
6. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Carrying value of goodwill and intangible assets Our audit work included, but was not restricted to performing the

STATUTORY REPORTS
with indefinite useful life following procedures:
As detailed in Note 2 and 6 to the consolidated a) We reviewed management’s process and controls on
financial statements, the group has a carrying value identification of indicators of impairment of goodwill under
of INR 14,567.11 lakh of goodwill, and INR 8,168.00 the Indian Accounting Standards framework;
lakh of intangible asset with indefinite useful life. b) We understood, evaluated and tested controls around
In terms with Indian Accounting Standard 36, management’s assessment of the impairment indicators and

CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Assets, the management has carried the impairment tests performed;
out an impairment analysis which contained c) We obtained the impairment analysis carried out by the
certain significant judgements and estimates management and reviewed the valuation report prepared by
including forecasting revenue growth, success of an independent valuer and examined the reasonableness of
new products, margins and discount rate which key assumptions, including the profit and cash flow growth or
form the basis of such assessments. Changes in decline, terminal values, potential product obsolescence and
these assumptions could lead to an impairment to the selection of discount rates;
the carrying value of goodwill and intangible asset
d) We assessed the professional competence, objectivity
with indefinite useful life.
and capabilities of the third-party expert considered by the
The conclusion of the above analysis was that no management for performing the required valuations to
impairment was required to be recognized on the estimate the recoverable value of the goodwill;
carrying value of goodwill and other intangible
e) We reconciled the cash flow projections to the business plans
assets.
approved by the Holding Company’s Board of Directors;
Considering the materiality of the amount involved
f) We challenged the management on the underlying
and significant degree of judgement and subjectivity
assumptions used for the cash flow projections including the
involved in the estimates and assumptions used in
expected growth rates and considered the evidence available
determining the cash flows used in the impairment
to support these assumptions in light of our understanding of
evaluation, we have determined impairment of such
the business;
goodwill and other intangible assets with indefinite
useful lives (including intangible assets arising from g) We assessed the reasonableness of the assumptions used
the business combinations) as a key audit matter. and appropriateness of the valuation methodology applied.
We tested the discount rates and long-term growth rates
used in the forecast vis-a-vis industry forecasts and the
recent changes in economic environment, where appropriate;
h) We involved auditor’s experts to assess the appropriateness
of the valuation model used by the management and the
assumptions used relating to discount rates, risk premium,
industry growth rates, etc., to assess their reasonability;
i) We evaluated the sensitivity analysis performed by
management in respect of the key assumptions such as
discount and growth rates to ensure that there was sufficient
headroom with respect to the estimation uncertainty impact
of such assumptions on the calculation and
j) We have evaluated the adequacy of disclosures made by the
Holding Company in the consolidated financial statements in
view of the requirements as specified in the Indian Accounting
Standards.

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INDEPENDENT AUDITOR’S REPORT (Contd.)

Key audit matter How our audit addressed the key audit matter
Product development - Intangible assets Our audit work included, but was not restricted to performing the
As disclosed in note 2, 6 and 7 in the consolidated following procedures:
financial statements, the Group develops various a) We obtained an understanding of management’s process for
product models and performs trial runs for assessing costs forming part of research and development
enhancing the performance and increasing the activities and whether such costs meet recognition criteria in
efficiency of the products. The Group has a research terms with Indian Accounting Standard 38, Intangible Assets;
and development department which oversees such b) We assessed the design and implementation of controls
development process and conducts trial runs. The in respect of expenses incurred for trial runs, in addition to
Group has capitalised INR 3,920.52 lakh during the testing the effectiveness of key controls operating across the
year ended 31 March 2022 under Intangible assets business;
and Intangible assets under development on the
c) We obtained a schedule of all the costs capitalised by the
trial runs which comprises of raw material cost (net
Group and on test-check basis, verified that the cost of only
of scrap sales) and certain attributable overheads.
those raw materials, that have been used for the purpose of
The Group capitalises the product models when
development activities and trial runs, were capitalised, as
they are ready for sale in the active market.
applicable;
Such developmental activities represent a
d) We also assessed the reasonableness of overheads allocated
significant part of the business and the Group
along with consumption of raw material;
uses judgement to determine classification of
expenditure into research and development phase e) We further evaluated the commercial viability of the product
wherein, as per the applicable accounting guidance, by considering other information obtained during the audit,
expenditure incurred on research activities is to including products being developed in previous years, the
be charged off and development costs may be stage of related sales prospects and, where appropriate, the
capitalised, subject to specific conditions. Such level of sales generated to determine whether the status
assessment includes assessing whether the and performance of developed products corroborated
product being developed is commercially feasible, management’s assertions over the technical feasibility and
whether the Group has adequate technical, the ability to generate ‘probable’ future economic benefits;
financial and other required resources to complete f) We also ensured that the carrying value of these intangible
the development and whether the costs will be fully assets under development will be fully recovered by the Group
recovered through future sale of the product. and there are no impairment indicators for these assets. For
Considering the materiality of the amounts, this assessment, we obtained the product assessment which
significant judgement involved in determining the are being currently developed by the Group and discussed
appropriate quantum of development expenses the same with the management, including research and
to be capitalised, including those incurred on trial development personnel. Also, we reviewed the product
runs, this matter has been considered as a key assessment in reference to developed products which were
audit matter for the current year audit. capitalised in the earlier years and being currently sold by the
Group and
g) We have evaluated the adequacy of disclosures made by
the Group in the consolidated financial statements in view
of the requirements as specified in the Indian Accounting
Standards.

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 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

INDEPENDENT AUDITOR’S REPORT (Contd.)

CORPORATE OVERVIEW
Key audit matter How our audit addressed the key audit matter
Business combinations: Our audit work included, but was not restricted to performing the
As disclosed in note 2 and 54 to the consolidated following procedures:

STATUTORY REPORTS
financial statements, the Group has acquired a) We obtained an understanding of the management’s process
73% stake in AmberPR Technoplast India for accounting for the business acquisitions. We evaluated
Private Limited (previously known as Pasio India the design and implementation, and tested the operating
Private Limited) (‘AmberPR’) on 01 December effectiveness of the key controls around accounting for
2021 for the amount aggregating INR 3,000.00 business acquisition process;
lakh, and 60% stake in Pravartaka Tooling b) We obtained and reviewed the purchase agreements and

CONSOLIDATED FINANCIAL STATEMENTS

Services Private Limited (‘Pravartaka’) on 01 related amendments thereto, to ensure that the consideration
February 2022 for the amount aggregating has been appropriately recorded and evaluated the accounting
INR 2200.05 lakh. Pursuant to the acquisition, treatment in accordance with the requirements of Ind AS 103;
Company has recognised goodwill amounting to
c) We obtained the valuation report for the purchase price
INR 2,340.27 lakh and other intangible assets
allocation carried out by an independent external valuation
amounting to INR 4,369.00 lakh in the consolidated
expert, engaged by the management and assessed the
financial statements. Further, in accordance with
professional competency, objectivity and capabilities of such
the terms of the share subscription and purchase
expert;
agreements, the Group has also recognized a Put
liability amounting to INR 3,099.40 lakhs as at d) We obtained the cash flow forecasts used in valuation of
31 March 2022. intangible assets including goodwill identified and challenged
the management’s estimates and key assumptions such as
Indian Accounting Standard (Ind AS) 103, Business
the discount rates and growth rates, etc., in these projects
Combinations (‘Ind AS 103’), requires recognition
basis our understanding of the market and industry conditions
and measurement of separable identifiable
of the business acquired;
intangible assets that have been acquired as part
of each business combination in addition to the e) We involved auditor’s expert to assess the appropriateness
identifiable assets acquired, the liabilities assumed of the valuation model used by the management’s valuation
and any non-controlling interest in the acquiree. expert. This included assessing the intangible assets
identified, the basis of their valuation and the key assumptions
A significant proportion of the purchase price has
used to assess their reasonability and
been attributed to goodwill and other identified
intangible assets, the valuation of which is f) We assessed the appropriateness and adequacy of the
dependent on cash flow forecasts including disclosure made by the management in the financial
future business growth and the application of an statements in view of the requirements as specified in the
appropriate discount rate, which are inherently Indian Accounting Standards.
subjective.
Given that the Group continues to make significant
investments, accounting for business combinations
is an area of focus due to the significant degree of
judgement and subjectivity involved in the cash
flow forecasts and estimation of future obligations
and is therefore identified as key audit matter for
the current year audit.

217
INDEPENDENT AUDITOR’S REPORT (Contd.)

Information other than the Consolidated Financial whether due to fraud or error, which have been used
Statements and Auditor’s Report thereon for the purpose of preparation of the consolidated
7. The Holding Company’s Board of Directors are financial statements by the Board of Directors of the
responsible for the other information. The other Holding Company, as aforesaid.
information comprises the information included in the 9. In preparing the consolidated financial statements,
Annual Report, but does not include the consolidated the respective Board of Directors of the companies
financial statements and our auditor’s report thereon. included in the Group are responsible for assessing
Our opinion on the consolidated financial statements the ability of the Group to continue as a going
does not cover the other information and we do not concern, disclosing, as applicable, matters related to
express any form of assurance conclusion thereon. going concern and using the going concern basis of
accounting unless the Board of Directors either intend
In connection with our audit of the consolidated
to liquidate the Group or to cease operations, or has
financial statements, our responsibility is to read the
no realistic alternative but to do so.
other information and, in doing so, consider whether
the other information is materially inconsistent 10. Those respective Board of Directors are also
with the consolidated financial statements or our responsible for overseeing the financial reporting
knowledge obtained in the audit or otherwise appears process of the companies included in the Group.
to be materially misstated. Auditor’s Responsibilities for the Audit of the Consolidated
The Annual Report is not made available to us at the Financial Statements
date of this auditor’s report. We have nothing to report 11. Our objectives are to obtain reasonable assurance
in this regard. about whether the consolidated financial statements
Responsibilities of Management and Those Charged with as a whole are free from material misstatement,
Governance for the Consolidated Financial Statements whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance
8. The accompanying consolidated financial statements
is a high level of assurance but is not a guarantee that
have been approved by the Holding Company’s
an audit conducted in accordance with Standards on
Board of Directors. The Holding Company’s Board
Auditing will always detect a material misstatement
of Directors are responsible for the matters stated
when it exists. Misstatements can arise from fraud or
in section 134(5) of the Act with respect to the
error and are considered material if, individually or in
preparation and presentation of these consolidated
the aggregate, they could reasonably be expected to
financial statements that give a true and fair view
influence the economic decisions of users taken on
of the consolidated financial position, consolidated
the basis of these consolidated financial statements.
financial performance including other comprehensive
income, consolidated changes in equity and 12. As part of an audit in accordance with Standards on
consolidated cash flows of the Group in accordance Auditing specified under section 143(10) of the Act,
with the Ind AS specified under section 133 of the we exercise professional judgment and maintain
Act read with the Companies (Indian Accounting professional skepticism throughout the audit. We also:
Standards) Rules, 2015, and other accounting • Identify and assess the risks of material
principles generally accepted in India. The respective misstatement of the consolidated financial
Board of Directors of the companies included in the statements, whether due to fraud or error, design
Group are responsible for maintenance of adequate and perform audit procedures responsive to
accounting records in accordance with the provisions those risks, and obtain audit evidence that is
of the Act for safeguarding of the assets of the Group sufficient and appropriate to provide a basis for
and for preventing and detecting frauds and other our opinion. The risk of not detecting a material
irregularities; selection and application of appropriate misstatement resulting from fraud is higher
accounting policies; making judgments and estimates than for one resulting from error, as fraud may
that are reasonable and prudent; and design, involve collusion, forgery, intentional omissions,
implementation and maintenance of adequate internal misrepresentations, or the override of internal
financial controls, that were operating effectively control;
for ensuring the accuracy and completeness of the • Obtain an understanding of internal control
accounting records, relevant to the preparation and relevant to the audit in order to design
presentation of the financial statements that give a true audit procedures that are appropriate in the
and fair view and are free from material misstatement, circumstances. Under section 143(3)(i) of the

218
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

INDEPENDENT AUDITOR’S REPORT (Contd.)

CORPORATE OVERVIEW
Act, we are also responsible for expressing our auditor’s report unless law or regulation precludes
opinion on whether the Holding Company has public disclosure about the matter or when, in
adequate internal financial controls system with extremely rare circumstances, we determine that
reference to financial statements in place and the a matter should not be communicated in our report

STATUTORY REPORTS
operating effectiveness of such controls; because the adverse consequences of doing so would
• Evaluate the appropriateness of accounting reasonably be expected to outweigh the public interest
policies used and the reasonableness of benefits of such communication.
accounting estimates and related disclosures Other Matter
made by management;
16. W
 e did not audit the financial statements of one

CONSOLIDATED FINANCIAL STATEMENTS

• Conclude on the appropriateness of Board of subsidiary, whose financial statements reflect total
Directors’ use of the going concern basis of assets of INR 55.88 lakh and net assets of INR 48.45
accounting and, based on the audit evidence lakh as at 31 March 2022, total revenues of INR 50.24
obtained, whether a material uncertainty exists lakh and net cash inflows amounting to INR 3.36 lakh
related to events or conditions that may cast for the year ended on that date, as considered in the
significant doubt on the ability of the Group to consolidated financial statements. These financial
continue as a going concern. If we conclude that statements are unaudited and have been furnished
a material uncertainty exists, we are required to us by the management and our opinion on the
to draw attention in our auditor’s report to the consolidated financial statements, in so far as it
related disclosures in the financial statements or, relates to the amounts and disclosures included in
if such disclosures are inadequate, to modify our respect of the aforesaid subsidiary, is based solely on
opinion. Our conclusions are based on the audit such unaudited financial statements. In our opinion
evidence obtained up to the date of our auditor’s and according to the information and explanations
report. However, future events or conditions may given to us by the management, these financial
cause the Group to cease to continue as a going statements are not material to the Group.
concern; and
Our opinion above on the consolidated financial
• Evaluate the overall presentation, structure and statements, and our report on other legal and
content of the financial statements, including the regulatory requirements below, are not modified
disclosures, and whether the financial statements in respect of the above matter with respect to our
represent the underlying transactions and events reliance on the financial statements certified by the
in a manner that achieves fair presentation. management.
13. We communicate with those charged with governance
Report on Other Legal and Regulatory Requirements
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, 17. As required by section 197(16) of the Act based on
including any significant deficiencies in internal control our audit, we report that the Holding Company and
that we identify during our audit. subsidiary companies incorporated in India whose
financial statements have been audited under the Act
14. We also provide those charged with governance with
have paid or provided remuneration to their respective
a statement that we have complied with relevant
directors during the year in accordance with the
ethical requirements regarding independence, and to
provisions of and limits laid down under section 197
communicate with them all relationships and other
read with Schedule V to the Act.
matters that may reasonably be thought to bear on
our independence, and where applicable, related 18. As required by clause (xxi) of paragraph 3 of Companies
safeguards. (Auditor’s Report) Order, 2020 (‘the Order’) issued by
the Central Government of India in terms of section
15. From the matters communicated with those charged
143(11) of the Act based on the consideration of the
with governance, we determine those matters that
Order reports issued by us, of companies included in
were of most significance in the audit of the financial
the consolidated financial statements and covered
statements of the current period and are therefore the
under the Act, we report that:
key audit matters. We describe these matters in our

219
INDEPENDENT AUDITOR’S REPORT (Contd.)

A. Following are the adverse remarks reported by us in the Order reports of the companies included in the consolidated
financial statements for the year ended 31 March 2022 for which such Order reports have been issued:

S Name CIN Holding company / Clause number of the

No subsidiary company CARO report which is
adverse
1 Amber Enterprises India Limited L28910PB1990PLC010265 Holding Company Clauses (vii)(a)
2 PICL (India) Private Limited U74899DL1994PTC061471 Subsidiary Company Clauses (vii)(a)
3 AmberPR Technoplast India U63040DL2013PTC255646 Subsidiary Company Clauses (i)(c) & (vii)(a)
Private Limited
4 Ever Electronics Private Limited U32109PN2004PTC136895 Subsidiary Company Clause (vii)(a)
5 IL JIN Electronics (India) Private U31909DL2001PTC112387 Subsidiary Company Clause (vii)(a)
Limited
6 Sidwal Refrigeration Industries U74899DL1965PTC008575 Subsidiary Company Clause (vii)(a)
Private Limited
7 Pravartaka Tooling Services U29308DL2021PTC380591 Subsidiary Company Clause (vii)(a)
Private Limited

19. As required by section 143(3) of the Act, based on our statements of the Holding Company, and its
audit we report, to the extent applicable, that: subsidiary companies covered under the Act, and
a) We have sought and obtained all the information the operating effectiveness of such controls, refer
and explanations which to the best of our to our separate report in ‘Annexure II’ wherein we
knowledge and belief were necessary for the have expressed an unmodified opinion; and
purpose of our audit of the aforesaid consolidated g) With respect to the other matters to be included
financial statements; in the Auditor’s Report in accordance with rule
b) In our opinion, proper books of account as 11 of the Companies (Audit and Auditors) Rules,
required by law relating to preparation of the 2014 (as amended), in our opinion and to the
aforesaid consolidated financial statements best of our information and according to the
have been kept so far as it appears from our explanations given to us:
examination of those books; i. The consolidated financial statements
c) The consolidated financial statements dealt with disclose the impact of pending litigations
by this report are in agreement with the relevant on the consolidated financial position of
books of account maintained for the purpose the Group as detailed in Note 44 to the
of preparation of the consolidated financial consolidated financial statements;
statements; ii. The Holding Company, and its subsidiary
d) In our opinion, the aforesaid consolidated financial companies, did not have any long-term
statements comply with Ind AS specified under contracts including derivative contracts for
section 133 of the Act read with the Companies which there were any material foreseeable
(Indian Accounting Standards) Rules, 2015; losses as at 31 March 2022;

e) On the basis of the written representations iii. There were no amounts which were required
received from the directors of the Holding to be transferred to the Investor Education
Company, and its subsidiary companies, and and Protection Fund by the Holding
taken on record by the Board of Directors of the Company, and its subsidiary companies
Holding Company, and its subsidiary companies, covered under the Act, during the year
covered under the Act, none of the directors of ended 31 March 2022;
the Group companies, covered under the Act, iv. a. The respective managements of the
are disqualified as on 31 March 2022 from being Holding Company and its subsidiary
appointed as a director in terms of section 164(2) companies incorporated in India whose
of the Act. financial statements have been audited
f) With respect to the adequacy of the internal under the Act have represented to us
financial controls with reference to financial that, to the best of their knowledge and

220
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

INDEPENDENT AUDITOR’S REPORT (Contd.)

CORPORATE OVERVIEW
belief, as disclosed in note 63(viii) to the consolidated financial statements,
consolidated financial statements, no no funds have been received by the
funds have been advanced or loaned or Holding Company or its subsidiary
invested (either from borrowed funds companies, from any person or entity,

STATUTORY REPORTS
or securities premium or any other including foreign entities (‘the Funding
sources or kind of funds) by the Holding Parties’), with the understanding,
Company or its subsidiary companies, whether recorded in writing or
to or in any person or entity, including otherwise, that the Holding Company,
foreign entities (‘the intermediaries’), or any such subsidiary companies,
with the understanding, whether shall, whether directly or indirectly, lend

CONSOLIDATED FINANCIAL STATEMENTS

recorded in writing or otherwise, or invest in other persons or entities
that the intermediary shall, whether, identified in any manner whatsoever
directly or indirectly lend or invest in by or on behalf of the Funding Party
other persons or entities identified (‘Ultimate Beneficiaries’) or provide
in any manner whatsoever by or on any guarantee, security or the like on
behalf of the Holding Company, or behalf of the Ultimate Beneficiaries;
any such subsidiary companies, (‘the and
Ultimate Beneficiaries’) or provide any c. Based on such audit procedures
guarantee, security or the like on behalf performed by us, as considered
of the Ultimate Beneficiaries; reasonable and appropriate in the
b. The respective managements of the circumstances, nothing has come to
Holding Company and its subsidiary our notice that has caused us to believe
companies, incorporated in India that the management representations
whose financial statements have been under sub-clauses (a) and (b) above
audited under the Act have represented contain any material misstatement.
to us that, to the best of their v. The Holding Company, and its subsidiary
knowledge and belief, as disclosed in companies, have not declared or paid any
the note 63(ix) to the accompanying dividend during the year ended 31 March 2022

For Walker Chandiok & Co LLP

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

Sandeep Mehta
Partner
Place: Chandigarh Membership No.: 099410
Date: 13 May 2022 UDIN: 22099410AJWBNB9314

221
ANNEXURE I

List of entities included in the Consolidated Financial Statement (in addition to the holding company):
1. PICL (India) Private Limited
2. IL JIN Electronics (India) Private Limited
3. Appserve Appliance Private Limited
4. Ever Electronics Private Limited
5. Sidwal Refrigeration Industries Private Limited
6. Amber Enterprises USA Inc. (with effect from 13 September 2021)
7. AmberPR Technoplast India Private Limited (Formerly known as Pasio India Private Limited) (with effect from
01 December 2021)
8. Pravartaka Tooling Services Private Limited (with effect from 01 February 2022)

ANNEXURE II
INDEPENDENT AUDITOR’S REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO CONSOLIDATED
FINANCIAL STATEMENTS UNDER CLAUSE (i) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (‘THE ACT’)

1. In conjunction with our audit of the consolidated Auditor’s Responsibility for the Audit of the Internal
financial statements of Amber Enterprises India Financial Controls with Reference to Financial Statements
Limited (‘the Holding Company’) and its subsidiaries 3. Our responsibility is to express an opinion on
(the Holding Company and its subsidiaries together the internal financial controls with reference to
referred to as ‘the Group’), as at and for the year consolidated financial statements of the Holding
ended 31 March 2022, we have audited the internal Company, and its subsidiary companies, as aforesaid,
financial controls with reference to consolidated based on our audit. We conducted our audit in
financial statements of the Holding Company, and its accordance with the Standards on Auditing issued by
subsidiary companies, which are companies covered the ICAI prescribed under Section 143(10) of the Act,
under the Act, as at that date. to the extent applicable to an audit of internal financial
Responsibilities of Management and Those Charged with controls with reference to consolidated financial
Governance for Internal Financial Controls statements, and the Guidance Note issued by the
ICAI. Those Standards and the Guidance Note require
2. The respective Board of Directors of the Holding
that we comply with ethical requirements and plan
Company and its subsidiary companies, which are
and perform the audit to obtain reasonable assurance
companies covered under the Act, are responsible
about whether adequate internal financial controls
for establishing and maintaining internal financial
with reference to consolidated financial statements
controls based on the internal financial controls over
were established and maintained and if such controls
financial reporting criteria established by the Holding
operated effectively in all material respects.
Company considering the essential components
of internal control stated in the Guidance Note on 4. Our audit involves performing procedures to obtain
Audit of Internal Financial Controls over Financial audit evidence about the adequacy of the internal
Reporting (‘the Guidance Note’) issued by the Institute financial controls with reference to consolidated
of Chartered Accountants of India (‘ICAI’). These financial statements and their operating effectiveness.
responsibilities include the design, implementation Our audit of internal financial controls with reference
and maintenance of adequate internal financial to consolidated financial statements includes
controls that were operating effectively for ensuring obtaining an understanding of such internal financial
the orderly and efficient conduct of the Company’s controls, assessing the risk that a material weakness
business, including adherence to the Company’s exists, and testing and evaluating the design and
policies, the safeguarding of its assets, the prevention operating effectiveness of internal control based on
and detection of frauds and errors, the accuracy and the assessed risk. The procedures selected depend on
completeness of the accounting records, and the the auditor’s judgement, including the assessment of
timely preparation of reliable financial information, as the risks of material misstatement of the consolidated
required under the Act. financial statements, whether due to fraud or error.

222
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

ANNEXURE II (Contd.)

CORPORATE OVERVIEW
5. We believe that the audit evidence we have obtained of unauthorised acquisition, use, or disposition of the
is sufficient and appropriate to provide a basis for our company's assets that could have a material effect on
audit opinion on the internal financial controls with the consolidated financial statements.
reference to consolidated financial statements of the

STATUTORY REPORTS
Inherent Limitations of Internal Financial Controls with
Holding Company, and its subsidiary companies as
Reference to Consolidated Financial Statements
aforesaid.
7. Because of the inherent limitations of internal financial
Meaning of Internal Financial Controls with Reference to controls with reference to consolidated financial
Financial Statements statements, including the possibility of collusion or
6. A company's internal financial controls with reference improper management override of controls, material

CONSOLIDATED FINANCIAL STATEMENTS

to consolidated financial statements is a process misstatements due to error or fraud may occur and
designed to provide reasonable assurance regarding not be detected. Also, projections of any evaluation
the reliability of financial reporting and the preparation of the internal financial controls with reference to
of consolidated financial statements for external consolidated financial statements to future periods are
purposes in accordance with generally accepted subject to the risk that the internal financial controls
accounting principles. A company's internal financial with reference to consolidated financial statements
controls with reference to consolidated financial may become inadequate because of changes in
statements include those policies and procedures conditions, or that the degree of compliance with the
that (1) pertain to the maintenance of records that, policies or procedures may deteriorate.
in reasonable detail, accurately and fairly reflect the
Opinion
transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that 8. In our opinion, the Holding Company, and its subsidiary
transactions are recorded as necessary to permit companies, which are companies covered under the
preparation of consolidated financial statements Act, have in all material respects, adequate internal
in accordance with generally accepted accounting financial controls over financial reporting and such
principles, and that receipts and expenditures of the controls were operating effectively as at 31 March
company are being made only in accordance with 2022, based on the internal financial controls over
authorisations of management and the Board of financial reporting criteria established by the Holding
Directors of the company; and (3) provide reasonable Company considering the essential components of
assurance regarding prevention or timely detection internal control stated in the Guidance Note issued by
the ICAI.

For Walker Chandiok & Co LLP

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

Sandeep Mehta
Partner
Place: Chandigarh Membership No.: 099410
Date: 13 May 2022 UDIN: 21099410AAAACJ8240

223
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2022

(All amount in ` lakh unless stated otherwise)

Particulars Notes As at As at
31 March 2022 31 March 2021
ASSETS
Non-current assets
Property, plant and equipment 4 1,07,909.47 78,638.68
Capital work-in-progress 5 10,557.67 2,876.46
Goodwill 6 14,567.11 12,226.84
Other intangible assets 6 28,036.61 23,537.15
Intangible assets under development 7 2,266.86 1,449.98
Financial assets
Investments 8 10,564.41 5,512.67
Other financial assets 9 10,837.89 11,589.19
Deferred tax assets (net) 27 B 284.35 203.12
Income tax assets (net) 10 2,147.94 907.99
Other non-current assets 11 7,222.01 2,071.17
Total non-current assets 1,94,394.32 1,39,013.25
Current assets
Inventories 12 84,084.77 71,628.89
Financial assets
Investments 8 11,976.51 5,294.47
Trade receivables 13 1,31,491.25 1,06,899.17
Cash and cash equivalents 14 29,858.30 17,996.29
Other bank balances 15 26,400.81 10,996.87
Loans 16 180.94 529.17
Other financial assets 17 2,455.01 2,480.82
Other current assets 18 10,356.48 3,768.81
Total current assets 2,96,804.07 2,19,594.49
Assets classified as held for sale 19 47.60 47.60
Total assets 4,91,245.99 3,58,655.34
EQUITY AND LIABILITIES
Equity
Equity share capital 20 3,369.37 3,369.37
Other equity 21 1,70,051.60 1,57,044.72
Equity attributable to owners of Holding Company 1,73,420.97 1,60,414.09
Non-controlling interest 22 3,865.78 3,648.52
Total equity 1,77,286.75 1,64,062.61
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 23 33,232.16 16,506.21
Lease liabilities 24 3,046.49 1,186.05
Other financial liabilities 25 3,403.18 -
Provisions 26 1,507.68 1,187.20
Deferred tax liabilities (net) 27 A 9,828.38 7,896.80
Other non-current liabilities 28 150.59 178.14
Total non-current liabilities 51,168.48 26,954.40
Current liabilities
Financial liabilities
Borrowings 29 69,950.53 21,928.21
Trade payables 30
(a) Total outstanding dues of micro enterprises and small enterprises 378.19 520.64
(b) Total outstanding dues of creditors other than micro enterprises and 1,69,831.25 1,31,174.32
small enterprises
Lease liabilities 24 627.09 251.79
Other financial liabilities 31 11,679.08 5,490.47
Other current liabilities 32 9,704.11 6,718.68
Provisions 33 354.56 225.44
Income tax liabilities (net) 34 265.95 1,328.78
Total current liabilities 2,62,790.76 1,67,638.33
Total liabilities 3,13,959.24 1,94,592.73
Total equity and liabilities 4,91,245.99 3,58,655.34
Summary of significant accounting policies 2
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Balance Sheet referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

224
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

CORPORATE OVERVIEW
FOR THE YEAR ENDED 31 MARCH 2022

(All amount in ` lakh unless stated otherwise)

Particulars Notes For the year ended For the year ended
31 March 2022 31 March 2021
INCOME

STATUTORY REPORTS
Revenue from operations 35 4,20,639.73 3,03,052.01
Other income 36 3,323.22 3,309.99
Total income 4,23,962.95 3,06,362.00
EXPENSES
Cost of materials consumed 37 3,52,488.18 2,52,884.05
Changes in inventories of intermediate products (including 38 478.49 (1,533.55)
manufactured components) and finished goods

CONSOLIDATED FINANCIAL STATEMENTS

Employee benefits expense 39 14,995.06 10,205.87
Finance costs 40 4,643.71 4,095.87
Depreciation and amortisation expense 41 10,790.63 9,229.67
Other expenses 42 25,139.73 19,466.85
Total expenses 4,08,535.80 2,94,348.76
Profit before tax 15,427.15 12,013.24
Tax expenses
Current tax 47 3,087.72 3,164.57
Deferred tax charge 47 1,207.13 520.75
Net profit for the year 11,132.30 8,327.92
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement gain on defined benefit obligations 37.38 77.58
Income tax relating to these items (9.79) (19.71)
Items that will be reclassified to profit or loss
Exchange gain on translation of foreign operations 1.92 -
Net fair value gain on investment in perpetual bonds through other 647.26 -
comprehensive income
Income tax relating to these items (152.42) -
Other comprehensive income for the year 524.35 57.87
Total comprehensive income for the year 11,656.65 8,385.79
Net profit attributable to:
Owners of the Holding Company 10,919.20 8,159.25
Non-controlling interest 213.11 168.67
Other comprehensive income attributable to:
Owners of the Holding Company 520.22 56.66
Non-controlling interest 4.13 1.21
Total comprehensive income attributable to:
Owners of the Holding Company 11,439.42 8,215.91
Non-controlling interest 217.24 169.88
Earning per equity share (Nominal value of equity share ` 10 each) 48
Basic 32.41 24.96
Diluted 32.41 24.96
Summary of significant accounting policies 2
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Statement of Profit and Loss referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

225
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2022

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
A. CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 15,427.15 12,013.24
Adjustment for:
Depreciation and amortisation expense 10,790.63 9,229.67
Advances and other balances written off 10.99 12.71
Bad debts 33.53 22.57
Provision for warranty 238.51 111.22
Liabilities no longer required written back (16.59) (25.72)
Loss on sale of investment 57.82 -
Government grant income (27.55) (27.55)
Interest income (3,039.19) (1,286.97)
Loss on sale of property, plant and equipment (net) 13.63 392.04
Derecognition of financial liability - (31.78)
Loss on account of unapproved product development 229.86 113.99
Impairment loss recognised - 16.57
Impairment loss on property, plant and equipment 159.15 323.39
Provision for doubtful debts 43.05 -
Provision for doubtful debts written back (29.31) -
Share based payment expenses 1,567.47 -
Gain on settlement/fair valuation of deferred consideration - (554.82)
Mark to market gain on forward contracts - (63.27)
Unrealised foreign exchange gain (net) (14.38) (619.68)
Finance costs 4,639.67 4,061.59
Operating profit before working capital changes 30,084.44 23,687.20
Movements in working capital:
Trade receivables (21,659.27) (21,497.58)
Inventories (10,368.45) (6,059.34)
Financial and non-financial assets (3,137.61) 3,929.71
Trade payables 35,331.03 21,752.99
Provisions 87.55 103.28
Financial and non-financial liabilities 4.35 973.17
Cash generated from operations 30,342.04 22,889.43
Income tax paid (net) (5,387.47) (793.52)
Net cash generated from operating activities A 24,954.57 22,095.91

B. CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment and intangible assets [refer (41,367.17) (18,454.18)
note (c) below]
Proceeds from sale of property, plant and equipment 593.22 1,349.12
Investments made in perpetual bonds (15,541.89) (10,807.14)
Sale of perpetual bonds 5,000.00 -
Payment for acquisition of subsidiary (4,650.00) -
Investment made in equity instruments (225.65) -
Payment for acquisition of additional stake in subsidiary - (4,873.74)
Movement in bank deposits (14,697.15) (15,832.97)
Movement in security deposits (881.75) (513.02)
Interest received on perpetual bonds 1,714.98 -
Interest received on bank deposits 212.80 1,031.79
Net cash used in from investing activities B (69,842.61) (48,100.13)

226
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

STANDALONE CASH FLOW STATEMENT

CORPORATE OVERVIEW
FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021

STATUTORY REPORTS
C CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares - 40,000.00
Share issue costs - (642.26)
Proceeds from short term borrowings (net) 42,379.24 271.88
Proceeds from long-term borrowings 22,962.62 11,452.40
Repayment of long-term borrowings (5,030.66) (10,114.86)
Payment of principal portion of lease liabilities (237.51) (98.90)

CONSOLIDATED FINANCIAL STATEMENTS

Payment of interest portion of lease liabilities (225.65) (145.53)
Finance costs paid (4,299.16) (3,723.89)
Net cash generated from financing activities C 55,548.88 36,998.84
D NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 10,660.84 10,994.62
E Cash and cash equivalent at the beginning of the year 17,996.29 7,001.67
F Cash and cash equivalent of acquired subsidiary 1,201.17 -
Cash and cash equivalents at the end of the year (D+E+F)^ 29,858.30 17,996.29

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
^Cash and cash equivalents include:
Balances with banks:
- in current and cash credit accounts 7,419.56 2,042.17
- deposits with original maturity less than three months 22,426.59 15,940.63
Cash in hand 12.15 13.49
29,858.30 17,996.29
Notes to cash flow statement
a. The above cash flow statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard
7 (Ind AS-7) on “Statements of Cash Flows”.
b. Negative figures have been shown in brackets.
c. Additions to property, plant and equipment and intangible assets include movements of capital work-in-progress,
intangible assets under development, capital advances and creditors for capital goods respectively during the year.

The accompanying notes form an integral part of the consolidated financial statements.

This is the Consolidated Cash Flow Statement referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

227
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022

A EQUITY SHARE CAPITAL

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Balance as at 01 April 2020 3,144.65
Changes in equity share capital during the year 224.72
Balance as at 31 March 2021 3,369.37
Changes in equity share capital during the year -
Balance as at 31 March 2022 3,369.37

B OTHER EQUITY
(All amounts in ` in lakh unless otherwise stated)
Particulars Reserves and surplus Items of other Total other Non- Total
comprehensive equity controlling
income (OCI) interest
Securities General Employee Retained Perpetual Foreign
premium reserve stock option earnings bonds currency
outstanding through translation
account OCI reserve
Balance as at 01 April 2020 63,431.44 391.80 - 45,872.51 - - 1,09,695.75 3,478.64 1,13,174.39
Profit for the year - - - 8,159.25 - - 8,159.25 168.67 8,327.92
Remeasurement of defined - - - 56.66 - - 56.66 1.21 57.87
benefit obligations (net of
tax)
Transaction with owners in - - - - - - - -
their capacity as owners:
Equity share capital issued 39,775.28 - - - - - 39,775.28 - 39,775.28
on Qualified Institutions
Placement during the year
[refer note 20(v)]
Share issue costs (642.26) - - - - - (642.26) - (642.26)
Balance as at 1,02,564.50 391.80 - 54,088.42 - - 1,57,044.72 3,648.52 1,60,693.24
31 March 2021
Profit for the year - - - 10,919.20 - - 10,919.20 213.11 11,132.31
Share based payment - - 1,567.47 - - - 1,567.47 - 1,567.47
expenses
Exchange gain on - - - - - 1.92 1.92 - 1.92
translation of foreign
operations
Net fair value gain on - - - - 494.84 - 494.84 - 494.84
investment in perpetual
bonds through OCI (net
of tax)
Remeasurement of defined - - - 23.46 - - 23.46 4.13 27.59
benefit obligations (net of
tax)
Balance as at 1,02,564.50 391.80 1,567.47 65,031.08 494.84 1.92 1,70,051.60 3,865.78 1,73,917.38
31 March 2022
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Statement of Changes in Equity referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

228
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

CORPORATE OVERVIEW
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022

1. CORPORATE INFORMATION AND STATEMENT Basis of consolidation

OF COMPLIANCE WITH INDIAN ACCOUNTING Subsidiaries are all entities (including structured
STANDARDS (IND AS) entities) over which the Group has control. The Group

STATUTORY REPORTS
Amber Enterprises India Limited (the “Company” or controls an entity when the Group is exposed to, or has
“the Holding Company”), together with its subsidiaries rights to, variable returns from its involvement with
are collectively referred to as the “the Group” in these the entity and has the ability to affect those returns
consolidated financial statements. The Company is a public through its power to direct the relevant activities of
limited company domiciled in India and having its registered the entity. Subsidiaries are fully consolidated from
office situated at C-1, Phase II, Focal Point, Rajpura Town, the date on which control is transferred to the Group.
Punjab - 140401, India was incorporated in 1990 and is They are deconsolidated from the date that control

CONSOLIDATED FINANCIAL STATEMENTS

engaged in the business of manufacturing a versatile range ceases. Statement of profit and loss (including
of products i.e. Air conditioners, electronics and refrigeration other comprehensive income (‘OCI’)) of subsidiaries
solutions to railways, microwave ovens, washing machines, acquired or disposed of during the period are
refrigerators, heat exchangers, sheet metal components, recognised from the effective date of acquisition, or up
HVAC (Heating, Ventilation and Air Conditioning) products to the effective date of disposal, as applicable. All the
and services for mobility applications etc. Currently, the consolidated subsidiaries have a consistent reporting
Group has twenty three manufacturing facilities in India. date of 31 March 2022.

These consolidated financial statements (‘financial The Group combines the financial statements of the
statements’) of the Group have been prepared to comply Holding Company and its subsidiaries line by line
in all material respects with accounting principles generally adding together like items of assets, liabilities, equity,
accepted in India, including Ind AS notified under the income and expenses. Intercompany transactions,
Companies (Indian Accounting Standards) Rules, 2015 balances and unrealised gains on transactions
under Section 133 of the Companies Act, 2013 (the “Act”), between group companies are eliminated. Unrealised
as amended and other relevant provisions of the Act. losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred
The financial statements for the year ended 31 March
asset. Accounting policies of subsidiaries have been
2022 were authorized and approved for issue by the
changed where necessary to ensure consistency with
Board of Directors on 13 May 2022. The revisions to the
the policies adopted by the Group.
financial statements is permitted by the Board of Directors
after obtaining necessary approvals or at the instance of Non-controlling interests, presented as part of equity,
regulatory authorities as per provisions of the Act. represent the portion of a subsidiary’s statement of
profit and loss and net assets that is not held by the
2. BASIS OF PREPARATION AND SIGNIFICANT Group. Statement of profit and loss balance (including
ACCOUNTING POLICIES each component of OCI) is attributed to the equity
holders of the Holding Company and to the non-
a. Basis of preparation
controlling interests basis the respective ownership
The financial statements have been prepared on interests and the such balance is attributed even if this
accrual and going concern basis under historical cost results in the non-controlling interests having a deficit
convention except for certain financial instruments balance.
and plan assets, which are measured at fair values.
The Group treats transactions with non-controlling
The accounting policies are applied consistently to all
interests that do not result in a loss of control as
the periods presented in the financial statements.
transactions with equity owners of the group. Such a
The significant accounting policies and measurement change in ownership interest results in an adjustment
bases have been summarised below. between the carrying amounts of the controlling
Current versus non-current classification and non-controlling interests to reflect their relative
All assets and liabilities have been classified as current interests in the subsidiary. Any difference between the
or non-current as per the Group’s normal operating amount of the adjustment to non-controlling interests
cycle and as per terms of agreements wherever and any consideration paid or received is recognised
applicable. The Group has considered a normal within equity.
operating cycle of 12 months. Deferred tax assets Business combination
and liabilities are classified as non-current assets and The Group applies the acquisition method in
non-current liabilities, as the case may be. accounting for business combinations. The

229
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

consideration transferred by the Group to obtain (iii) Determining the transaction price
control of a subsidiary is calculated as the sum of (iv) Allocating the transaction price to the
the acquisition-date fair values of assets transferred performance obligations
(including fair value of asset resulting from a
(v) Recognising revenue when/as performance
contingent consideration arrangement), liabilities
obligation(s) are satisfied.
incurred by the former owners of the acquired entity.
Acquisition costs are generally recognized in the The Group considers the terms of the contract and
statement of profit and loss as incurred. its customary business practices to determine the
transaction price. The transaction price is the amount
Identifiable assets acquired and liabilities and
of consideration to which the Group expects to be
contingent liabilities assumed in a business
entitled in exchange for transferring promised goods
combination are measured initially at their acquisition-
or services to a customer, excluding amounts collected
date fair values.
on behalf of third parties (for example, indirect taxes).
Goodwill is initially measured as excess of the The consideration promised in a contract with a
aggregate of the consideration transferred and the customer may include fixed consideration, variable
amount recognised for non-controlling interests, and consideration (if reversal is less likely in future), or both.
any previous interest held, over the net identifiable Revenue is measured at fair value of consideration
assets acquired and liabilities assumed. If the fair received or receivable, after deduction of any trade
value of the net assets acquired is in excess of the discounts, volume rebates.
aggregate consideration transferred and where exists
Revenue is recognised either at a point in time or over
clear evidence of underlying reasons of classifying
time, when (or as) the Group satisfies performance
business combinations as bargain purchase, the
obligations by transferring the promised goods or
difference is recognised in other comprehensive
services to its customers. A receivable is recognised
income and accumulated in equity as capital reserve.
when the goods are delivered as this is the case
However, if there is no clear evidence of bargain
of point in time recognition where consideration is
purchase, the entity recognises the gain directly in
unconditional because only the passage of time is
equity as capital reserve, without routing the same
required.
through other comprehensive income.
The Group recognises contract liabilities for
The Company applies the anticipated acquisition
consideration received in respect of unsatisfied
method where it has the right and the obligation to
performance obligations and reports these amounts
purchase any remaining non-controlling interest (so-
as other liabilities in the statement of financial
called put/call arrangements). Under the anticipated
position. Similarly, if the Group satisfies a performance
acquisition method the interests of the non-
obligation before it receives the consideration, the
controlling shareholder are derecognized when the
Group recognises either a contract asset or a receivable
Group’s liability relating to the purchase of its shares
in its statement of financial position, depending on
is recognized. The recognition of the financial liability
whether something other than the passage of time is
implies that the interests subject to the purchase are
required before the consideration is due.
deemed to have been acquired already. Therefore,
the corresponding interests are presented as already Revenue from tool development and job charges
owned by the Group even though legally they are still Revenue in respect of tool development and job
non-controlling interests. The initial measurement of charges is recognised as per the terms of the contract
the fair value of the financial liability recognized by the with the customers.
Group forms part of the contingent consideration for
Unbilled revenue
the acquisition.
The billing schedules agreed with customers include
b. Revenue recognition periodic performance-based billing. Revenues in
Sale of goods excess of billing are classified as unbilled revenue while
Revenue arises mainly from the sale of goods. To billing in excess of revenues are classified as contract
determine whether to recognise revenue, the Group liabilities (which we refer to as unearned revenues).
follows a 5-step process: Interest income
(i) Identifying the contract with a customer Interest income is recognised on time proportion
(ii) Identifying the performance obligations basis taking into account the amount outstanding and

230
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

rate applicable. For all financial assets measured at Deferred tax liabilities are generally recognised in full
amortised cost, interest income is recorded using the for all taxable temporary differences. Deferred tax
effective interest rate (EIR) i.e. the rate that discounts assets are recognised to the extent that it is probable
estimated future cash receipts through the expected that the underlying tax loss, unused tax credits or

STATUTORY REPORTS
life of the financial asset to the net carrying amount of deductible temporary difference will be utilised against
the financial assets. The future cash flows include all future taxable income. This is assessed based on the
other transaction costs paid or received, premiums or Group’s forecast of future operating results, adjusted
discounts if any, etc. for significant non-taxable income and expenses
and specific limits on the use of any unused tax loss
Insurance claims
or credit. Unrecognised deferred tax assets are re-

CONSOLIDATED FINANCIAL STATEMENTS

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

231
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

Company have been translated using exchange rates is achieved by both collecting contractual cash
prevailing on the balance sheet date. Statement of flows on specified dates that are solely payments
profit and loss of such entities has been translated of principal and interest on the principal amount
using weighted average exchange rates. Translation outstanding and selling the financial asset.
adjustments have been reported as foreign currency Fair value movements are recognized in the
translation reserve in the statement of changes in other comprehensive income (OCI). However,
equity. When a foreign operation is disposed off in the Company recognizes interest income,
its entirety or partially such that control, significant impairment losses and reversals in the statement
influence or joint control is lost, the cumulative of profit and loss. On derecognition of the asset,
amount of exchange differences related to that cumulative gain or loss previously recognized in
foreign operation recognised in OCI is reclassified to OCI is reclassified from equity to the statement of
statement of profit and loss as part of the gain or loss profit and loss.
on disposal. Impairment of financial assets
g. Financial instruments In accordance with Ind AS 109, the Group applies
expected credit loss (ECL) model for measurement
Initial recognition and measurement
and recognition of impairment loss for financial assets.
Financial assets and financial liabilities are recognized ECL is the weighted-average of difference between all
when the Group becomes a party to the contractual contractual cash flows that are due to the Group in
provisions of the financial instrument and are accordance with the contract and all the cash flows
measured initially at fair value adjusted for transaction that the Group expects to receive, discounted at the
costs, except for those carried at fair value through original effective interest rate, with the respective risks
profit or loss which are measured initially at fair value. of default occurring as the weights. When estimating
Subsequent measurement of financial assets and the cash flows, the Group is required to consider:
financial liabilities is described below:
• All contractual terms of the financial assets
Non-derivative financial assets (including prepayment and extension) over the
Subsequent measurement expected life of the assets.
i. Financial assets carried at amortised cost – a • Cash flows from the sale of collateral held or
financial asset is measured at the amortised other credit enhancements that are integral to
cost, if both the following conditions are met: the contractual terms.
• The asset is held within a business model Trade receivables: In respect of trade receivables,

whose objective is to hold assets for the Group applies the simplified approach of Ind AS
collecting contractual cash flows, and 109, which requires measurement of loss allowance
• Contractual terms of the asset give rise on at an amount equal to lifetime expected credit losses.
specified dates to cash flows that are solely Lifetime expected credit losses are the expected credit
payments of principal and interest (SPPI) on losses that result from all possible default events over
the principal amount outstanding. the expected life of a financial instrument.

After initial measurement, such financial assets Other financial assets: In respect of its other financial

are subsequently measured at amortised cost assets, the Group assesses if the credit risk on those
using the effective interest rate (EIR) method. financial assets has increased significantly since
initial recognition. If the credit risk has not increased
Investments in equity instruments – The Group
ii. 
significantly since initial recognition, the Group
subsequently measures all equity investments at
measures the loss allowance at an amount equal to
fair value (either through profit or loss or through
12-month expected credit losses, else at an amount
other comprehensive income). Dividends from
equal to the lifetime expected credit losses.
such investments are recognised in profit or
loss as other income when the Group’s right to When making this assessment, the Group uses the
receive payments is established. change in the risk of a default occurring over the
expected life of the financial asset. To make that
Financial assets carried at fair value through
iii. 
assessment, the Group compares the risk of a default
other comprehensive income (FVTOCI) – A
occurring on the financial asset as at the balance
financial asset is measured at FVTOCI if it is
sheet date with the risk of a default occurring on the
held within a business model whose objective
financial asset as at the date of initial recognition and

232
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

considers reasonable and supportable information, h. Fair value of financial instruments

that is available without undue cost or effort, that is In determining the fair value of its financial instruments,
indicative of significant increases in credit risk since the Group uses a variety of methods and assumptions
initial recognition. The Group assumes that the credit

STATUTORY REPORTS
that are based on market conditions and risks
risk on a financial asset has not increased significantly existing at each reporting date. The methods used
since initial recognition if the financial asset is to determine fair value include discounted cash flow
determined to have low credit risk at the balance sheet analysis, available quoted market prices and dealer
date. quotes. All methods of assessing fair value result in
De-recognition of financial assets general approximation of value, and such value may
never actually be realized. For financial assets and

CONSOLIDATED FINANCIAL STATEMENTS

A financial asset is primarily de-recognised when the
contractual rights to receive cash flows from the asset liabilities maturing within one year from the Balance
have expired or the Group has transferred its rights to Sheet date and which are not carried at fair value, the
receive cash flows from the asset. carrying amounts approximate fair value due to the
short maturity of these instruments.
Non-derivative financial liabilities
i. Property, plant and equipment (‘PPE’)
Subsequent measurement at amortised cost
Recognition and initial measurement
Subsequent to initial recognition, all non-derivative
financial liabilities are measured at amortised cost Property, plant and equipment are stated at their cost
using the effective interest method. of acquisition. The cost comprises purchase price,
borrowing cost if capitalization criteria are met and
Subsequent measurement at fair value
directly attributable cost of bringing the asset to its
The financial liability is subsequently measured at fair working condition for the intended use. Any trade
value with changes in fair value recognised in profit discount and rebates are deducted in arriving at the
and loss. purchase price. Subsequent costs are included in the
De-recognition of financial liabilities asset’s carrying amount or recognised as a separate
A financial liability is de-recognized when the obligation asset, as appropriate, only when it is probable that
under the liability is discharged or cancelled or future economic benefits associated with the item will
expires. When an existing financial liability is replaced flow to the Group and definition of asset is met. All
by another from the same lender on substantially other repair and maintenance costs are recognised in
different terms or the terms of an existing liability the statement of profit or loss as incurred.
are substantially modified, such an exchange or In case an item of property, plant and equipment is
modification is treated as the de-recognition of the acquired on deferred payment basis, interest expenses
original liability and the recognition of a new liability. included in deferred payment is recognised as interest
The difference in the respective carrying amounts is expense and not included in cost of asset.
recognised in the statement of profit or loss. 
Subsequent measurement (depreciation and useful
Derivative financial instruments lives)
Initial and subsequent measurement Depreciation on property, plant and equipment
Derivatives are initially recognised at fair value on is provided on straight line method based on life
the date a derivative contract is entered into and are prescribed as per Schedule II of the Companies Act,
subsequently re-measured to their fair value at the 2013.
end of each reporting period. Block of asset Useful life as per
Offsetting of financial instruments Companies Act, 2013
(in years)
Financial assets and financial liabilities are offset
Building 30
and the net amount is reported in the balance sheet
if there is a currently enforceable legal right to offset Plant and machinery 15
the recognised amounts and there is an intention to Computer 3
settle on a net basis, to realise the assets and settle Furniture and fixture 10
the liabilities simultaneously. Office equipment 5-10
Vehicles 8 – 10
Leasehold improvements Lease term

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

De-recognition expected future benefit. Amortization expense is

An item of property, plant and equipment and any recognized in the statement of profit and loss unless
significant part initially recognised is de-recognised such expenditure forms part of carrying value of
upon disposal or when no future economic benefits another asset.
are expected from its use or disposal. Any gain or loss During the period of development, the asset is tested
arising on de-recognition of the asset (calculated as the for impairment annually.
difference between the net disposal proceeds and the Amortization methods and periods
carrying amount of the asset) is included in the statement
The Group amortises intangible assets with a finite
of profit and loss when the asset is de-recognised.
useful life using the straight-line method over the
j. Intangible assets following periods:

Recognition, initial measurement and subsequent Block of asset Useful life (in years)
measurement Computer softwares 6
Intangible assets acquired separately are measured Development costs 7
on initial recognition at cost. Following initial
Technical know-how 9-15
recognition, intangible assets are carried at cost less
Customer relationships 5-15
any accumulated amortization and accumulated
impairment losses. Internally generated intangibles, Trade name 9
excluding capitalised development costs, are not Patents and trademarks 6
capitalised and the related expenditure is reflected in Backlog contracts 1-4
profit or loss in the period in which the expenditure is Brand name Indefinite life
incurred. Non-compete agreements 7
Goodwill/ intangible assets with indefinite useful life
k. Capital work-in progress
are not amortized but these are tested for impairment
annually, or more frequently if events or changes in Cost of material consumed and erection charges
circumstances indicate that they might be impaired, thereon along with other direct cost incurred by the
and are carried at cost less accumulated impairment Group for the projects are shown as capital work-in-
losses. progress until capitalization.

Research and development costs l. Impairment of non-financial assets

Research costs are expensed as incurred. At each reporting date, the Group assesses whether
Development expenditures on an individual project are there is any indication based on internal/external
recognised as an intangible asset when the Group can factors, that an asset may be impaired. If any such
demonstrate: indication exists, the Group estimates the recoverable
• The technical feasibility of completing the amount of the asset. The recoverable amount is higher
intangible asset so that the asset will be available of an asset’s fair value less costs of disposal and value
for use or sale in use. For this purpose, assets are grouped at the
lowest levels for which there are separately identifiable
• Its intention to complete and its ability and
cash inflows which are largely independent of the cash
intention to use or sell the asset
inflows from other assets or group of assets (cash
• How the asset will generate future economic generating units). If such recoverable amount of the
benefits asset or the recoverable amount of the cash generating
• The availability of resources to complete the unit to which the asset belongs is less than its
asset carrying amount, the carrying amount is reduced to its
• The ability to measure reliably the expenditure recoverable amount and the reduction is treated as an
during development impairment loss and is recognised in the statement of
profit and loss. If at the balance sheet date, there is an
Following initial recognition of the development
indication that a previously assessed impairment loss
expenditure as an asset, the asset is carried at cost
no longer exists, the recoverable amount is reassessed
less any accumulated amortization and accumulated
and the asset is reflected at the recoverable amount
impairment losses. Amortization of the asset begins
subject to a maximum of depreciated historical cost
when development is complete and the asset is
and the same is accordingly reversed in the statement
available for use. It is amortised over the period of
of profit and loss.

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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

m. Right of use assets and lease liabilities to these are recognised as an expense in statement of
For all existing and any new contracts entered into on profit and loss on a straight-line basis over the lease
or after 01 April 2019, the Group considers whether a term.

STATUTORY REPORTS
contract is, or contains a lease. A lease is defined as ‘a The Group as a lessor
contract, or part of a contract, that conveys the right to
Leases for which the Group is a lessor is classified as a
use an asset (the underlying asset) for a period of time
finance or operating lease. Whenever the terms of the
in exchange for consideration’.
lease transfer substantially all the risks and rewards
The Group as a lessee of ownership to the lessee, the contract is classified
Classification of leases as a finance lease. All other leases are classified as

CONSOLIDATED FINANCIAL STATEMENTS

operating leases.
The Group enters into leasing arrangements for
various assets. The assessment of the lease is When the Group is an intermediate lessor, it accounts
based on several factors, including, but not limited to, for its interests in the head lease and the sublease
transfer of ownership of leased asset at end of lease separately. The sublease is classified as a finance or
term, lessee’s option to extend/purchase etc. operating lease by reference to the right-of-use asset
arising from the head lease.
Recognition and initial measurement
For operating leases, rental income is recognized on a
At lease commencement date, the Group recognises a
straight-line basis over the term of the relevant lease.
right-of-use asset and a lease liability on the balance
sheet. The right-of-use asset is measured at cost, n. Borrowing costs
which is made up of the initial measurement of the Borrowing costs directly attributable to the
lease liability, any initial direct costs incurred by the acquisitions, construction or production of a qualifying
Group, an estimate of any costs to dismantle and asset are capitalised during the period of time that
remove the asset at the end of the lease (if any), and is necessary to complete and prepare the asset for
any lease payments made in advance of the lease its intended use or sale. Other borrowing costs are
commencement date (net of any incentives received). expensed in the period in which they are incurred and
Subsequent measurement reported in finance costs.
The Group depreciates the right-of-use assets on a A qualifying asset is one that necessarily takes
straight-line basis from the lease commencement substantial period of time to get ready for its intended
date to the earlier of the end of the useful life of the use. Capitalization of borrowing costs is suspended
right-of-use asset or the end of the lease term. The in the period during which the active development is
Group also assesses the right-of-use asset for delayed due to, other than temporary, interruption.
impairment when such indicators exist.
o. Provisions, contingent liabilities and contingent
At lease commencement date, the Group measures assets
the lease liability at the present value of the lease
Provisions are recognised when present obligations as
payments unpaid at that date, discounted using the
a result of a past event will probably lead to an outflow
interest rate implicit in the lease if that rate is readily
of economic resources and amounts can be estimated
available or the Group’s incremental borrowing rate.
reliably. Timing or amount of the outflow may still be
Lease payments included in the measurement of the
uncertain. A present obligation arises when there is
lease liability are made up of fixed payments (including
a presence of a legal or constructive commitment
in substance fixed payments) and variable payments
that has resulted from past events, for example, legal
based on an index or rate. Subsequent to initial
disputes or onerous contracts. Provisions are not
measurement, the liability will be reduced for payments
recognised for future operating losses.
made and increased for interest. It is re-measured to
reflect any reassessment or modification, or if there Provisions are measured at the estimated expenditure
are changes in in-substance fixed payments. When required to settle the present obligation, based on the
the lease liability is re-measured, the corresponding most reliable evidence available at the reporting date,
adjustment is reflected in the right-of-use asset. including the risks and uncertainties associated with
the present obligation. Provisions are discounted to
The Group has elected to account for short-term
their present values, where the time value of money is
leases and leases of low-value assets using the
material.
practical expedients. Instead of recognising a right-of-
use asset and lease liability, the payments in relation

235
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

All provisions are reviewed at each reporting date and employee benefit. Such long term compensated
adjusted to reflect the current best estimate. absences are provided for based on the actuarial
In those cases where the outflow of economic valuation using the projected unit credit method at the
resources as a result of present obligations is year end. Accumulated leave, which is expected to be
considered improbable or remote, no liability is utilised within the next 12 months, is treated as short
recognised. term employee benefit.

Contingent liability is disclosed for: Liability under continuity linked key resource and
deferred salary schemes is provided for on actuarial
• Possible obligations which will be confirmed only
valuation basis, which is done as per the projected unit
by future events not wholly within the control of
credit method at the end of each financial period.
the Group or
• Present obligations arising from past events Defined contribution plans
where it is not probable that an outflow of Provident fund
resources will be required to settle the obligation
The Group makes contribution to statutory provident
or a reliable estimate of the amount of the
fund in accordance with Employees Provident Fund
obligation cannot be made.
and Miscellaneous Provisions Act, 1952. The plan is
Contingent assets are not recognised. However, when
a defined contribution plan and contribution paid or
inflow of economic benefits is probable, related asset
payable is recognised as an expense in the period in
is disclosed.
which services are rendered by the employee.
p. Government grants
Short-term employee benefits
Grants from the government are recognised at their
Expense in respect of other short term benefits is
fair value where there is a reasonable assurance that
recognised on the basis of the amount paid or payable
the grant will be received and the Group will comply
for the period during which services are rendered by
with all attached conditions.
the employee.
Government grants relating to income are deferred
and recognised in the profit or loss over the period Share based payments
necessary to match them with the costs that they are The Group recognizes compensation expense
intended to compensate and presented within other relating to share based payments in accordance with
income. Ind AS 102 Share-based Payment. Stock options
Government grants relating to the purchase of granted by the Group to its employees are accounted
property, plant and equipment are included in non- as equity settled options. Accordingly, the estimated
current liabilities as deferred income and are credited fair value of options granted that is determined on the
to profit or loss on a straight-line basis over the date of grant, is charged to statement of Profit and
expected lives of the related assets and presented Loss on a straight-line basis over the vesting period
within other income. of options which is the requisite service period, with a
corresponding increase in equity.
q. Employee benefits
r. Non-current assets held for sale
Expenses and liabilities in respect of employee benefits
are recorded in accordance with Indian Accounting An entity shall classify a non-current asset (or
Standard 19- Employee Benefits. disposal group) as held for sale if its carrying amount
will be recovered principally through a sale transaction
Defined benefit plans (gratuity)
rather than through continuing use. This condition is
The Group operates one defined benefit plan for its regarded as met only when the asset is available for
employees, viz. gratuity. The cost of providing benefits immediate sale in its present condition subject only to
under this plan is determined on the basis of actuarial terms that are usual and customary for sale of such
valuation at each year-end using the projected unit asset and its sale is highly probable. Management
credit method. Actuarial gain and loss for the defined must be committed to sale which should be expected
benefit plan is recognized in full in the period in which to qualify for recognition as a completed sale within
they occur in other comprehensive income. one year from the date of classification.
Other long term benefits Non-current assets classified as held for sale are
Accumulated leave expected to be carried forward presented separately and measured at the lower of
beyond twelve months, is treated as long term their carrying amounts immediately prior to their

236
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

classification as held for sale and their fair value less • Ind AS 16 – Proceeds before intended use
costs to sell. However, some held for sale assets such The amendments mainly prohibit an entity from
as financial assets, assets arising from employee deducting from the cost of property, plant and
benefits and deferred tax assets, continue to be

STATUTORY REPORTS
equipment amounts received from selling items
measured in accordance with the Group’s relevant produced while the Company is preparing the asset
accounting policy for those assets. Once classified as for its intended use. Instead, an entity will recognise
held for sale, the assets are not subject to depreciation such sales proceeds and related cost in profit or loss.
or amortization. The Group does not expect the amendment to have
s. Earnings per share any significant impact in its financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

Basic earnings per share is calculated by dividing the • Ind AS 37 – Onerous Contracts – Costs of Fulfilling a
net profit or loss for the period attributable to equity Contract
shareholders (after deducting attributable taxes) The amendments specify that the ‘cost of fulfilling’ a
by the weighted average number of equity shares contract comprises the ‘costs that relate directly to
outstanding during the period. The weighted average the contract’. Costs that relate directly to a contract
number of equity shares outstanding during the period can either be incremental costs of fulfilling that
is adjusted for events including a bonus issue. contract (examples would be direct labour, materials)
For the purpose of calculating diluted earnings per or an allocation of other costs that relate directly to
share, the net profit or loss for the period attributable fulfilling contracts. The Group does not expect the
to equity shareholders and the weighted average amendment to have any significant impact in its
number of shares outstanding during the period are financial statements.
adjusted for the effects of all dilutive potential equity
• Ind AS 109 – Annual Improvements to Ind AS (2021)
shares.
The amendment clarifies which fees an entity includes
t. Segment reporting when it applies the ‘10 percent’ test of Ind AS 109 in
Operating segments are reported in a manner assessing whether to derecognise a financial liability.
consistent with the internal reporting done to the chief The Group does not expect the amendment to have
operating decision maker. The Group operates in a any significant impact in its financial statements.
single operating segment and geographical segment
• Ind AS 116 – Annual Improvements to Ind AS (2021)

3. RECENT ACCOUNTING PRONOUNCEMENT The amendments remove the illustration of the

reimbursement of leasehold improvements by the
Ministry of Corporate Affairs (“MCA”) notifies new standard
lessor in order to resolve any potential confusion
or amendments to the existing standards under Companies
regarding the treatment of lease incentives that might
(Indian Accounting Standards) Rules as issued from time
arise because of how lease incentives were described
to time. On 23 March 2022, MCA amended the (Indian
in that illustration. The Group does not expect the
Accounting Standards) Amendment Rules, 2022, applicable
amendment to have any significant impact in its
from 1 April 2022, as below:
financial statements.
• Ind AS 103 – Reference to Conceptual Framework
Significant accounting judgements, estimates and
The amendments specify that to qualify for recognition assumptions
as part of applying the acquisition method, the
When preparing the financial statements management
identifiable assets acquired and liabilities assumed
undertakes a number of judgments, estimates and
must meet the definitions of assets and liabilities in the
assumptions about recognition and measurement of
Conceptual Framework for Financial Reporting under
assets, liabilities, income and expenses.
Indian Accounting Standards (Conceptual Framework)
issued by the Institute of Chartered Accountants of The actual results are likely to differ from the judgments,
India at the acquisition date. These changes do not estimates and assumptions made by management, and
significantly change the requirements of Ind AS 103. will seldom equal the estimated results.
The Group does not expect the amendment to have Information about significant judgments, estimates and
any significant impact in its financial statements. assumptions that have the most significant effect on
recognition and measurement of assets, liabilities, income
and expenses are discussed below:

237
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

Significant judgements: Sources of estimation uncertainty:

(i) 
Evaluation of indicators for impairment of non- (i) Provisions
financial assets At each balance sheet date, basis the management
The evaluation of applicability of indicators of judgment, changes in facts and legal aspects, the
impairment of non-financial assets requires Group assesses the requirement of provisions against
assessment of several external and internal factors the outstanding warranties and guarantees. However,
which could result in deterioration of recoverable the actual future outcome may be different from
amount of the assets. management’s estimates.

(ii) Recognition of deferred tax assets (ii) Fair valuation of financial instruments
The extent to which deferred tax assets can be Management applies valuation techniques to
recognised is based on an assessment of the determine the fair value of financial instruments
probability of the future taxable income against which (where active market quotes are not available). This
the deferred tax assets can be utilised. The recognition involves developing estimates and assumptions
of deferred tax assets and reversal thereof is based on consistent with how market participants would price
estimates of future taxable profits. the instrument.

(iii) Contingent liabilities (iii) Recoverability of advances/receivables

The Group is the subject of certain legal proceedings At each balance sheet date, based on historical default
which are pending in various jurisdictions. Due to the rates observed over expected life, the management
uncertainty inherent in such matters, it is difficult to assesses the expected credit loss on outstanding
predict the final outcome of such matters. The cases receivables and advances.
and claims against the Group often raise difficult and
(iv) Intangible assets under development
complex factual and legal issues, which are subject
to many uncertainties, including but not limited to the The Company undertakes significant levels of
facts and circumstances of each particular case and research and development activity to develop various
claim, the jurisdiction and the differences in applicable product models and performs trial runs for enhancing
law. In the normal course of business, management their performance and efficiency, and for each product
consults with legal counsel and certain other experts model, periodic review is undertaken. Judgement
on matters related to litigation and taxes. The Group is applied in determining at what point in a product
accrues a liability when it is determined that an development lifecycle that capitalization criteria under
adverse outcome is probable and the amount of the accounting standards is satisfied.
loss can be reasonably estimated. (v) Business combinations
(iv) Employee benefits Business combinations are accounted for using Ind
The accounting of employee benefit plans in the AS 103, Business Combinations. Ind AS 103 requires
nature of defined benefit requires the Company to the identifiable intangible assets to be fair valued in
use assumptions. These assumptions have been order to ascertain the net fair value of identifiable
explained under employee benefits note. assets and liabilities of the acquiree. Estimates are
required to be made in determining the value of option
arrangements and intangible assets. These valuations
are conducted by external valuation experts. These
measurements are based on information available at
the acquisition date and are based on expectations
and assumptions that have been deemed reasonable
by the management.

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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

4. PROPERTY, PLANT AND EQUIPMENT

(All amounts in ` in lakh unless otherwise stated)

Description Freehold Buildings Leasehold Plant and Furniture Vehicles Office Computers Right of use- Right of Right Total
land improvements equipment and equipment Plant and use-Land of use-
fixtures equipment Building
Gross block
As at 1 April 2020 4,613.13 16,836.44 156.06 72,236.46 1,123.31 904.71 902.31 812.76 652.16 4,571.83 - 1,02,809.17
Additions 2,699.38 1,066.08 3.76 7,967.25 92.32 98.80 130.30 168.79 - - - 12,226.69
Disposals/adjustments (652.98) (1,025.79) (54.69) (1,100.50) (1.45) (117.93) (1.84) (2.29) - - - (2,957.48)
As at 31 March 2021 6,659.53 16,876.73 105.13 79,103.22 1,214.17 885.58 1,030.77 979.26 652.16 4,571.83 - 1,12,078.38
Additions pursuant to business 288.20 173.01 - 4,046.04 21.13 106.09 57.67 8.53 - - - 4,700.68
combination (refer note 54)
Additions 388.21 4,748.61 26.35 22,107.16 179.09 666.49 211.04 304.55 - 4,153.38 47.41 32,832.32
Disposals/adjustments - (0.30) - (1,017.97) (46.82) (82.76) (103.54) (41.46) - (49.99) - (1,342.84)
As at 31 March 2022 7,335.94 21,798.06 131.48 1,04,238.46 1,367.57 1,575.40 1,195.95 1,250.89 652.16 8,675.22 47.41 1,48,268.54

Accumulated depreciation
As at 1 April 2020 - 2,285.74 43.82 23,421.51 450.29 331.52 528.69 532.00 125.36 343.84 - 28,062.76
Charge for the year - 574.67 4.00 4,781.10 113.25 98.23 186.50 143.37 146.04 200.48 - 6,247.64
Disposals/adjustments - (353.55) (6.85) (457.63) (0.89) (48.28) (1.78) (1.74) - - - (870.74)
As at 31 March 2021 - 2,506.87 40.97 27,744.98 562.66 381.47 713.41 673.63 271.40 544.32 - 33,439.70
Charge for the year - 630.53 2.59 5,799.67 123.36 126.74 205.63 187.09 149.86 405.17 3.95 7,634.59
Disposals/adjustments - (0.17) - (530.38) (39.09) (38.19) (79.53) (27.86) - - - (715.22)
As at 31 March 2022 - 3,137.23 43.56 33,014.27 646.93 470.02 839.51 832.86 421.26 949.49 3.95 40,359.07

Net block as at 31 March 2021 6,659.53 14,369.87 64.16 51,358.24 651.51 504.11 317.36 305.63 380.76 4,027.51 - 78,638.68
Net block as at 31 March 2022 7,335.94 18,660.83 87.92 71,224.19 720.64 1,105.38 356.44 418.03 230.90 7,725.73 43.46 1,07,909.47
Notes:
(i) Contractual obligations
Refer note 43 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(ii) Right-of-use assets
Refer note 49 for information on property, plant and equipment taken on lease.
(iii) Asset mortgaged/hypothecated as security
Refer note 46 for disclosure of property, plant and equipment mortgaged/hypoythecated as security.
(iv) During the year, there was an impairmemt loss on property, plant and equipment amounting to INR 158.17 lakhs (previous year : INR 323.39 lakhs).

239
ANNUAL REPORT 2021-22
AMBER ENTERPRISES INDIA LIMITED

CONSOLIDATED FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

5. CAPITAL WORK-IN-PROGRESS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Plants and machineries under installation 3,250.14 2,045.79
Construction of manufacturing units 7,255.53 778.67
Building 52.00 52.00
10,557.67 2,876.46
(i) The borrowing cost capitalised during the year ended 31 March 2022 was INR 151.54 lakh (previous year INR 28.80 lakh)
under capital work in progress.
(ii) Movement in capital work in progress:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Capital work-in-progress as at 01 April 2020 320.33
Add: additions during the year 2,870.71
Less: capitalisation during the year (314.58)
Capital work-in-progress as at 31 March 2021 2,876.46
Add: additions pursuant to business combination 85.45
Add: additions during the year 8,660.70
Less: capitalisation during the year (1,064.94)
Capital work-in-progress as at 31 March 2022 10,557.67
(iii) During the year, expenses aggregating to INR 556.64 lakh (previous year INR 197.34 lakh), net off scrap income have been
capitalised under capital work-in-progress. The aforesaid expenses comprises of raw material consumption, personnel
costs, power and fuel charges and other related expenses.

(iv) Ageing schedule of capital work-in-progress

31 March 2022 Less than 1-2 years 2-3 years More than Total
1 year 3 years
Plants and machineries under 1,580.04 1,670.10 - - 3,250.14
installation
Construction of manufacturing units 6,530.43 725.10 - - 7,255.53
Building - - - 52.00 52.00
Total 8,110.47 2,395.20 - 52.00 10,557.67

31 March 2021 Less than 1-2 years 2-3 years More than Total
1 year 3 years
Plants and machineries under 2,045.79 - - - 2,045.79
installation
Construction of manufacturing units 778.67 - - - 778.67
Building - - - 52.00 52.00
Total 2,824.46 - - 52.00 2,876.46
(v) The Group does not have any capital-work-in progress, whose completion is overdue or has exceeded its cost compared
to its original plan.

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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

6. INTANGIBLE ASSETS

(All amounts in ` in lakh unless otherwise stated)

Description Goodwill Softwares Product Technical Customer Brandname Tradename Backlog Non Patent and Total other
development knowhow relationships Contracts Compete trademark intangible
Agreements assets
Gross block
Balance as at 1 April 2020 12,256.44 1,318.96 15,493.68 5,336.00 454.00 8,168.00 452.00 516.60 73.05 31.00 31,843.29
Additions - 380.27 2,530.12 - - - - - - - 2,910.39
Disposals - - - - - - - - -
Balance as at 31 March 2021 12,256.44 1,699.24 18,023.80 5,336.00 454.00 8,168.00 452.00 516.60 73.05 31.00 34,753.68
Additions pursuant to business 2,340.27 - - 2,987.00 1,382.00 - - - - - 4,369.00
combination (refer note 54)
Additions - 413.72 2,873.78 - - - - - - - 3,287.50
Disposals - (2.00) - - - - - - (1.00) (3.00)
Balance as at 31 March 2022 14,596.71 2,110.96 20,897.58 8,323.00 1,836.00 8,168.00 452.00 516.60 73.05 30.00 42,407.18
Accumulated amortisation
Balance as at 1 April 2020 29.60 576.94 6,685.41 509.11 132.33 - 113.51 177.27 9.58 30.35 8,234.50
Charge for the year - 192.70 2,077.90 396.22 63.20 - 50.22 191.19 10.44 0.17 2,982.03
Disposals - - - - - - - - -
Balance as at 31 March 2021 29.60 769.63 8,763.31 905.33 195.53 - 163.73 368.46 20.01 30.52 11,216.53
Charge for the year - 276.75 2,094.47 491.09 84.75 - 50.22 148.14 10.44 0.18 3,156.04
Disposals - (1.30) - - - - - - (0.70) (2.00)
Balance as at 31 March 2022 29.60 1,045.08 10,857.78 1,396.42 280.28 - 213.95 516.60 30.45 30.00 14,370.57
Net block as at 31 March 2021 12,226.84 929.60 9,260.49 4,430.67 258.47 8,168.00 288.27 148.14 53.03 0.48 23,537.15
Net block as at 31 March 2022 14,567.11 1,065.88 10,039.80 6,926.58 1,555.72 8,168.00 238.05 - 42.60 - 28,036.61
Notes:
(i) Amortisation for the year has been included in line item ‘Depreciation and amortisation expense’ in statement of profit and loss.
(ii) Impairment testing of Goodwill and intangible asset with indefinite useful life
During the current year, the Group entered into business combinations with AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited) and Pravartaka Tooling Services
Private Limited, whereby it accquired goodwill of INR 2340.27 lakhs. Other than that, the Group has recognised goodwill amounting INR 12,256.44 lakhs and brandname with indefinite useful life amounting
INR 8,168.00 lakhs from acquistion of other subsidiaries during the previous financial year.
The Group tests goodwill and brandname anually for impairment, or more frequently if an event occurs to warrant a review. The recoverable amount attributed to the CGU is based on value in use
calculations. The key assumptions made in undertaking the value in use calculations involve estimating post- tax cash flows.
Budgeted profit and cash flows forecasts for the financial year ending 31 March 2022 have been extrapolated for a period of five years and a terminal growth rate of 5% has been applied thereafter and used
as the basis of the calculations.
Discount rate assuptions are based on management estimates of the internal cost of capital likely to apply over the expected useful economic useful life of the goodwill and management’s view of the risk
associated. A discount rate of 15.64% has been applied.
(iii) During the year, there was an impairment loss on intangble assets amounting to INR 0.99 lakh (previous year: Nil).

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CONSOLIDATED FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

7. INTANGIBLE ASSETS UNDER DEVELOPMENT

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Intangible assets under development 2,266.86 1,449.98
2,266.86 1,449.98

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

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Intangible assets under development as at 01 April 2020 857.70
Add: additions during the year 3,236.39
Less: capitalisation during the year (2,530.12)
Less: loss on account of unapproved product development (113.99)
Intangible assets under development as at 31 March 2021 1,449.98
Add: additions during the year 3,920.52
Less: capitalisation during the year (2,873.78)
Less: loss on account of unapproved product development (229.86)
Intangible assets under development as at 31 March 2022 2,266.86

(ii) During the year, expenses aggregating to INR 3,920.52 lakh  (previous year: INR 3,236.39 lakh), net off scrap income
have been capitalised under Intangible assets under development.. The aforesaid expenses comprises of raw material
consumption, personnel costs, power and fuel charges and other related expenses.
(iii) Ageing schedule of intangible assets under development:
(` in lakh)
31 March 2022 Less than 1-2 years 2-3 years More than Total
1 year 3 years
Product development in progress 1,880.34 343.65 42.87 - 2,266.86
Total 1,880.34 343.65 42.87 - 2,266.86

31 March 2021 Less than 1-2 years 2-3 years More than Total
1 year 3 years
Product development in progress 1,032.23 291.44 126.31 - 1,449.98
Total 1,032.23 291.44 126.31 - 1,449.98
(iv) The Group does not have any intangible assets under development, whose completion is overdue or has exceeded its
cost compared to its original plan.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

8. NON-CURRENT INVESTMENTS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Investment in equity instruments (unquoted) ( Fully paid equity shares)*
Investment in others (Fair value through profit and loss):
12,50,000 (previous year: Nil) equity shares of Lalganj Power Private Limited 165.00 -
606,468 (previous year: Nil) equity shares of Sri City Electronics Manufacturing 60.65 -
Cluster Private Limited

CONSOLIDATED FINANCIAL STATEMENTS

Investment in perpetual bonds (quoted) (Fair value through other comprehensive
income):
HDFC Bank Limited: Nil (previous year: 500) 8.85% Unsecured Non-Convertible - 5,512.67
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of
Debentures Series I (with first Call Option 12 May 2022) of INR 1,000,000 each,
fully paid
State Bank of India: 625 (previous year: Nil) 9.56% Unsecured Non-Convertible 6934.06 -
Taxable Subordinated Basel III Additional Tier 1 Perpetual Bonds Series I (with
first Call Option 04 December 2023) of INR 1,000,000 each, fully paid
ICICI Bank Limited: 50 (previous year: Nil) 9.15% Unsecured Subordinated Non- 589.30 -
Convertible Basel III Compliant Perpetual Bonds Series DMR18AT (with first Call
Option 20 June 2023) of INR 1,000,000 each, fully paid
State Bank of India: 230 (previous year: Nil) 9.37% Unsecured Non-Convertible 2531.95 -
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures
Series II (with first Call Option 21 December 2023) of INR 1,000,000 each, fully paid
State Bank of India: 27 (previous year: Nil) 9.45% Unsecured Rated Listed Non- 283.45 -
Convertible Perpetual Taxable Subordinated Basel III (with first Call Option 22
March 2024) of INR 1,000,000 each, fully paid
10,564.41 5,512.67
Aggregate amount of quoted investments and market value thereof 10,338.76 5,512.67
Aggregate amount of unquoted investments (net of impairment) 225.65 -
*All equity shares are of INR 10 each unless otherwise stated.
Current Investments
Investment in perpetual bonds (quoted) (Fair value through other comprehensive
income):
State Bank of India: 250 9.00% Unsecured Non-Convertible Perpetual Subordinated - 2,654.43
Basel III Compliant Tier 1 Bonds in the nature of Debentures Series I (with first Call
Option 06 September 2021) of INR 1,000,000 each, fully paid
State Bank of India: 250 8.75% Unsecured Non-Convertible Perpetual Subordinated - 2,640.04
Basel III Compliant Tier 1 Bonds in the nature of Debentures Series II (with first Call
Option 27 September 2021) of INR 1,000,000 each, fully paid
HDFC Bank Limited: 800 (previous year: Nil) 8.85% Unsecured Non-Convertible 9,279.48 -
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures
Series I (with first Call Option 12 May 2022) of INR 1,000,000 each, fully paid
State Bank of India: 250 (previous year: Nil) 8.15% Unsecured Non-Convertible 2,697.03 -
Perpetual Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures
Series IV (with first Call Option 02 August 2022) of INR 1,000,000 each, fully paid
11,976.51 5,294.47
Aggregate amount of quoted investments and market value thereof 11,976.51 5,294.47

243
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

9. OTHER FINANCIAL ASSETS (NON-CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Security deposits (refer note 45)
-Unsecured, considered good 1,899.92 1,022.69
-Credit impaired 12.58 12.58
1,912.50 1,035.27
Impairment allowance
-Credit impaired (12.58) (12.58)
1,899.92 1,022.69
Bank deposits with more than 12 months maturity 8,602.28 10,203.83
Government grant receivable 34.14 34.14
Recoverable on account of electricity duty subsidy 301.55 328.53
10,837.89 11,589.19

Notes:
(i) Refer note 15(ii) for bank deposits which are under restriction.
(ii) Refer note 51 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 52 - Financial risk management for assessment of expected credit losses

10. INCOME TAX ASSETS (NET)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Income tax assets (net of provision) 2,147.94 907.99
2,147.94 907.99

11. OTHER NON-CURRENT ASSETS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Capital advances 7,130.34 1,929.41
Balance with statutory and government authorities* 6.83 6.83
Prepaid expenses 84.84 134.93
7,222.01 2,071.17
* includes deposit paid under protest with statutory authorities (refer note 44)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

12. INVENTORIES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
(Valued at lower of cost or net realisable value, unless otherwise stated)
Raw materials
- in hand 65,031.79 50,769.21
- in transit 5,101.60 7,650.39
Intermediate products (including manufactured components) 7,268.89 1,572.13

CONSOLIDATED FINANCIAL STATEMENTS

Finished goods* 6,116.32 10,899.87
Stores, spares and other consumables 159.49 166.84
Packing materials 406.68 570.45
84,084.77 71,628.89
*Finished goods includes goods in transit amounting to ` 245.49 (previous year: ` 206.11 lakh)

13. TRADE RECEIVABLES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
- Unsecured, considered good 1,31,554.78 1,06,936.44
- Credit impaired 570.39 583.84
1,32,125.17 1,07,520.28
Impairment allowance
- Unsecured, considered good (63.53) (37.27)
- Credit impaired (570.39) (583.84)
1,31,491.25 1,06,899.17

Notes:
(i) The carrying values of trade receivables are considered to be a reasonable approximation of fair values.
(ii) Refer note 52 - Financial risk management for assessment of expected credit losses.
(iii) Ageing schedule of trade receivables
(All amounts in ` in lakh unless otherwise stated)
31 March 2022 Outstanding from the due date of payment Total
Not due Less than 6 months 1-2 years 2-3 years More than
6 months -1 year 3 years
Undisputed trade receivables 1,09,970.76 19,774.86 559.09 704.60 107.62 57.78 1,31,174.71
– considered good
Undisputed trade receivables - - - - 14.36 510.80 525.16
– credit impaired
Disputed trade receivables - - 223.28 23.02 133.77 - 380.07
– considered good
Disputed trade receivables - - - - - 45.23 45.23
– credit impaired
Total 1,09,970.76 19,774.86 782.37 727.62 255.75 613.81 1,32,125.17

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

31 March 2021 Outstanding from the due date of payment Total
Not due Less than 6 months 1-2 years 2-3 years More than
6 months -1 year 3 years
Undisputed trade receivables – 87,397.66 18,199.70 953.65 132.50 59.27 42.59 1,06,785.38
considered good
Undisputed trade receivables – - - - 14.49 23.12 520.84 558.45
credit impaired
Disputed trade receivables – - - - 135.35 7.26 8.45 151.06
considered good
Disputed trade receivables – - - - - 22.24 3.15 25.39
credit impaired
Total 87,397.66 18,199.70 953.65 282.34 111.89 575.03 1,07,520.28
Note: The subsidiary companies, AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited)
and Pravartaka Tooling Services Private Limited, had acquired the business from Pee Aar Automotive Technoplast Private
Limited and Pioneer Tooling Services respectively, on slump sale basis. As part of acquisitions, the subsidiary companies had
acquired the trade receivables from the predecessor owners which have been disclosed from the date they have become due
in the above ageing schedule. The subsidiary companies have indemnity from the predecessor owners in the event of any bad
debts against such receivables.

14. CASH AND CASH EQUIVALENTS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Balances with banks:
- in current and cash credit accounts 7,419.56 2,042.17
- deposits with original maturity less than three months 22,426.59 15,940.63
Cash in hand 12.15 13.49
29,858.30 17,996.29
The carrying values are a reasonable approximate of their fair values.

15. OTHER BANK BALANCES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Earmarked bank balances [refer note (i)] 4.15 9.71
Deposits with original maturity upto three months and pledged [refer note (ii)] 25,028.08 203.79
Deposits with original maturity more than three months but less than twelve 1,368.58 10,783.37
months [refer note (ii)]
26,400.81 10,996.87
Notes:
(i) Earmarked balances with banks pertain to unclaimed dividends.
(ii) Bank deposits which are under restriction:
Fixed deposits with banks held as margin money for letter of credits, bank 1,706.38 1,521.52
guarantees, working capital facilities and buyers credit
Fixed deposits lodged with banks for issue of guarantees in favour of tax 32.95 29.60
authorities
1,739.33 1,551.12
(iii) The carrying values are a reasonable approximate of their fair values.

246
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

16. LOANS (CURRENT)*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Unsecured, considered good
Loans to employees (refer note 45) 130.94 478.93
Loans to others 50.00 50.24
180.94 529.17

CONSOLIDATED FINANCIAL STATEMENTS

* The Group does not have any loans which are either credit impaired or where there is significant increase in credit risk.
Notes:
(i) The carrying values are considered to be a reasonable approximation of fair value.

17. OTHER FINANCIAL ASSETS (CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Security deposits (refer note 45) 1,234.56 1,662.53
Recoverable on account of budgetary support - 28.78
Unbilled revenue* 954.56 649.68
Recoverable on account of electricity duty subsidy 39.57 39.54
Derivative asset - 62.81
Other recoverable amounts 226.32 37.48
2,455.01 2,480.82
The carrying values are considered to be a reasonable approximation of fair values.
*Ageing schedule of unbilled revenue:
(All amounts in ` in lakh unless otherwise stated)
31 March 2022 Outstanding from the date of transaction Total
Less than 6 months 1-2 2-3 More than
6 months -1 year years years 3 years
Undisputed unbilled revenue – considered good 847.48 98.48 8.60 - - 954.56
Total 847.48 98.48 8.60 - - 954.56
(All amounts in ` in lakh unless otherwise stated)
31 March 2021 Outstanding from the date of transaction Total
Less than 6 months 1-2 2-3 More than
6 months -1 year years years 3 years
Undisputed unbilled revenue – considered good 569.68 74.22 5.78 - - 649.68
Total 569.68 74.22 5.78 - - 649.68

18. OTHER CURRENT ASSETS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Advance to suppliers 2,544.42 1,095.19
Balance with statutory and government authorities 6,766.23 2,250.38
Advance to employees 36.40 60.13
Prepaid expenses 897.03 363.11
Others advances 112.40 -
10,356.48 3,768.81

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

19. ASSETS HELD FOR SALE

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Land and building 47.60 47.60
47.60 47.60
Notes:
(i) Details of assets held for sale :
The Group executed agreements to sell during the financial year ended 31 March 2020 for transfer of its land and building
in Kalamb, Himachal Pradesh registered in the name of Sidwal Refrigerations Industries Private Limited for a consideration
of INR 129.54 lakh (Written down value INR 47.60 lakh). The said transfer is subject to the permissions from Himachal
Pradesh Government Department.

(ii) Non-recurring fair value measurements

Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the time
of re-classification. This is Level 3 measurement as per fair value hierarchy set out in fair value measurement disclosures
(refer note 51).

20. EQUITY SHARE CAPITAL

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Authorised capital
45,000,000 (previous year: 45,000,000) Equity shares of ` 10 each 4,500.00 4,500.00
4,500.00 4,500.00
Issued, subscribed capital and fully paid up
33,693,731 (previous year : 33,693,731) Equity shares of ` 10 each 3,369.37 3,369.37
3,369.37 3,369.37

(i) Terms/rights attached to equity shares

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

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
No. of (` in lakh) No. of (` in lakh)
shares shares
Equity share capital of ` 10 each fully paid up
Balance at the beginning of the year 3,36,93,731 3,369.37 3,14,46,540 3,144.65
Add: Shares issued during the year (refer note (v) below) - - 22,47,191 224.72
Balance at the end of the year 3,36,93,731 3,369.37 3,36,93,731 3,369.37

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

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

(All amounts in ` in lakh unless otherwise stated)

Particulars As on 31 March 2022 As on 31 March 2021

STATUTORY REPORTS
No. of % holding No. of % holding
shares shares
Mr. Jasbir Singh 70,59,165 20.95% 70,59,165 20.95%
Mr. Daljit Singh 60,74,205 18.03% 60,74,205 18.03%
Ascent Investment Holdings Pte. Limited 32,88,820 9.76% 32,88,820 9.76%

CONSOLIDATED FINANCIAL STATEMENTS

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

(vi) Details of promoter shareholding

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
No. of % holding % change No. of % holding % change
shares during the shares during the
period period
Mr. Jasbir Singh 70,59,165 20.95% 0.00% 70,59,165 20.95% 1.50%
Mr. Daljit Singh 60,74,205 18.03% 0.00% 60,74,205 18.03% 1.29%

(vii) Shares reserved for issue under options

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
No. of shares % holding No. of shares % holding
Under “Amber Enterprises India Limited - Employee 2,20,000 22.00 - -
Stock Option Plan 2017”: Equity shares of INR 10 each,
at an exercise price of INR 2,400 per share (refer note
62 for details)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

21. OTHER EQUITY

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
General reserve
Balance at the beginning and end of the year 391.80 391.80
Securities premium
Balance at the beginning and end of the year 1,02,564.50 63,431.44
Add: Additions made during the year on allotment of equity shares* - 39,775.28
Add: Share issue costs (642.26)
Balance at the end of the year 1,02,564.50 1,02,564.50
Employee stock option outstanding account
Balance at the beginning of the year - -
Add: Share based payment expenses (refer note 62) 1,567.47 -
Balance at the end of the year 1,567.47 -
Foreign currency translation reserve
Balance at the beginning of the year - -
Add: Exchange gain on translation of foreign operations 1.92 -
Balance at the end of the year 1.92 -
Perpetual bonds through other comprehensive income
Balance at the beginning of the year - -
Add: Net fair value gain on investment in perpetual bonds through OCI (net of tax) 494.84 -
Balance at the end of the year 494.84 -
Surplus in the statement of profit and loss
Balance at the beginning of the year 54,088.42 45,872.51
Add: Profit for the year 10,919.20 8,159.25
Add: Other comprehensive income:
Remeasurement of defined benefit obligations (net of tax) 23.46 56.66
Balance at the end of the year 65,031.08 54,088.42
1,70,051.60 1,57,044.72

Nature and purpose of other equity

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

General reserve
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.
General reserve is created by a transfer from one component of “other equity” to another.
Employee stock option outstanding account
The Employee stock options outstanding account is used to recognise the grant date fair value of options issued to employees
under the Holding Company’s stock option plan.
Perpetual bonds through other comprehensive income
This represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through
other comprehensive income that have been recognized in other comprehensive income, net of amounts reclassified to profit
or loss when such assets are disposed off and impairment losses on such instruments, if any.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

Foreign currency translation reserve

The exchange differences arising from the translation of financial statements of foreign operations with functional currency
other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency

STATUTORY REPORTS
translation reserve.

22. NON-CONTROLLING INTEREST

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021

CONSOLIDATED FINANCIAL STATEMENTS

Balance at the beginning of the year 3,648.52 3,478.64
Add : Net profit for the year 213.11 168.67
Add : Other comprehensive income 4.13 1.21
Balance at the end of the year 3,865.78 3,648.52

23. LONG-TERM BORROWINGS [REFER NOTE (i)]

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Secured
Term loans
from banks 27,724.97 12,390.91
from others 5,368.94 4,046.92
Vehicle loan
from banks 131.03 41.87
from others 7.22 26.51
33,232.16 16,506.21

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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

252
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

Notes:
23 (i) For repayment terms of the outstanding long-term borrowings (including current maturities) refer the table below:
(All amounts in ` in lakh unless otherwise stated)
S. Nature of Name of Lender As at Nature of securities Interest rate Tenure of repayment
No. loan Company 31 March 2022 31 March 2021
Non- Current Non- Current
Current Current
1 Term loan Holding RBL Bank 2,500.00 833.33 3,333.33 833.33 Exclusive charge by way of hypothecation of moveable fixed assets having 5.50% p.a. 16 equal quarterly instalments ending in
from bank Company Limited minimum value of INR 6,140 lakh. March 2026.
2 Term loan Holding RBL Bank 895.83 104.17 - - 1. 100% Guaranteed by National Credit Guarantee Trustee Company 5.44% p.a. 48 equal monthly installments beginning
from bank Company Limited Limited (NCGTC). from November 2022 and ending in
2. Second pari passu charge by way of hypothecation on all current assets, October 2026.
movable fixed assets (other than assets specifically financed by other
lenders) to the extent of Rs. 61.4 crs, both present & future. "
3 Term Loan Holding Bajaj Finance 1,151.52 383.83 1,454.55 363.64 Exclusive charge by way of mortgage over property situated at Plot 5.75% p.a. 16 equal quarterly instalments ending in
from others Company Limited No.-D-36,37,38, Industrial area, Selaqui, Dehradun. Also, exclusive charge February 2026.
by way of hypothecation on moveable fixed Assets having minimum
value of INR 4800 lakh (WDV as on 31 March 2020). It is also secured by
exclusive charge by way of hypothecation on moveable fixed Assets having
minimum value of INR 1600 lakh (WDV as on 31 March 2020) and also
secured by pledge of 24% shares of Sidwal Refrigeration Industries Private
Limited.
4 Term Loan Holding Siemens - - - 52.76 Exclusive charge by way of hypothecation on equipment funded by term 10.75% The loan has been repaid during the
from others Company Financial loan and non interest bearing refundable security deposit amounting to INR current year.
Services Private 160.56 lakh. It is also secured by personal guarantees of Mr. Jasbir singh
Limited (Chairman & CEO and Director) and Mr. Daljit singh (Managing Director).
5 Vehicle Holding HDFC Bank - - - 3.26 Hypothecation of specific vehicles purchased out of the proceeds of this 9.25% p.a. The loan has been repaid during the
loans from Company Limited loan current year.
bank
6 Term loan Holding HDFC Bank 1,489.36 510.64 2,000.00 - Extension of second ranking charge over existing primary and collateral 6.50% p .a. 48 equal monthly installments beginning
from bank Company Limited securities including mortgages created in favour of the Bank. from April 2022 and ending in March
2026.
7 Term loan Holding HDFC Bank 13,750.00 1,250.00 - - Exclusive charge on plant and machinery funded through the term loan. 5.05% p .a. 24 equal quarterly installments beginning
from bank Company Limited Exclusive charge by equitable mortgage on factory located at plot no. H-23, from December 2022 and ending in
Industrial area, Selaqui, Dehardun (Uttarakhand) having area of 22,329 September 2028.
square metre
8 Term loan Holding Kotak Bank 1,372.45 431.54 1,803.99 70.01 Second charge on all the present and future current assets, moveable fixed "6.00% p .a. 46 equal monthly installments ending in
from bank Company Limited assets (excluding those which are under exclusive hypothecated with other (repo January 2026.
Banks/FIs) of the Company, Second charge by way of mortgage of land rate+2%
and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab p.a.)"
and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar
(Haryana) in the name of the Company.
9 Term loan Holding HDFC Bank 2,500.00 1,000.00 3,500.00 1,000.00 Movable fixed assets: Exclusive Charge on the assets funded through term loan. 5.05% p.a. 14 equal quarterly installments ending in
from bank Company Limited Exclusive Charge by way of equitable mortgage on warehouse owned August 2025.
by the Company, located at Khasra Number 321/1 and Khasra Number
321/1/1 , Village Selaqui Central Hope Town, Industrial Area , Tehsil Vikas
Nagar, Pargana Pachwadoon, District -Dehradun.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S. Nature of Name of Lender As at Nature of securities Interest rate Tenure of repayment
No. loan Company 31 March 2022 31 March 2021
Non- Current Non- Current
Current Current
10 Term loan Subsidiary Punjab National 32.13 29.87 - - Secured by way of hypothecation of Machinery and Charge on all the 8.90% Repayable in 25 monthly installments
from bank company Bank present and future current assets of the Company and is also secured by with last instalment payable on 30 April
personal/corporate guarantee of M/s Indus Polytech Pvt. Ltd, Smt. Gayatri 2024
Devi, Sh. Mahesh Madam, Smt. Bharti Madan
11 Term Loan Subsidiary Tata Capital 105.54 165.73 - - Secured by way of hypothecation of machinery. 10% to 11% Due for repayment from the quarter
from others company Financial ending December 31, 2022 to quarter
Services Limited ending March 31 2027
12 Term Loan Subsidiary Tata Capital 214.74 64.43 - - Primary Collateral: First and exclusive charge by way of hypothecation of 10.35% Repayable in 52 monthly installments
from others company Financial machinery purchased/to be purchased and also secured by irrevocable and with last instalment payable on 20 July
Services Limited unconditional Personal Guarantee of Mrs. Sunita Sangwan. 2026
13 Term Loan Subsidiary Hero Fincorp 25.19 30.21 - - Exclusive charge by way of hypothecation on Machinery. 13% to 14% Due for repayment from the quarter
from others company Limited ending September 30, 2023 to quarter
ending September 30 2024
14 Term Loan Subsidiary Electronica 35.80 39.03 - - Secured by way of hypothecation of Machinery and also secured with 12.75% to Due for repayment from the quarter
from others company Finance Limited personal Guarantee of Anil Sangwan & Sunita Sangwan 14.75% ending September 30, 2023 to quarter
ending September 30 2024
15 Vehicle Subsidiary ICICI Bank - 6.40 - - Secured by way of hypothecation of vehicles. 15.01% Repayable in 6 monthly installments with
Loan from company Limited last instalment payable on 01 September
bank 2022
16 Vehicle Subsidiary Axis Bank 7.45 4.07 - - Secured by way of hypothecation of vehicles. 12.50% Repayable in 31 monthly installments
Loan from company Limited with last instalment payable on 10
bank October 2024
17 Vehicle Subsidiary Hdfc Bank 79.29 17.12 - - Secured by way of hypothecation of vehicles. 7.25% to Due for repayment from the quarter
Loan from company Limited 8.10% ending September 30, 2025 to quarter
bank ending March 31 2027
18 Vehicle Subsidiary Kotak Mahindra 5.87 3.28 - - Secured by way of hypothecation of vehicles. 9.30% Repayable in 30 monthly installments
Loan from company Bank Limited with last instalment payable on 01
bank October 2024
19 Vehicle Subsidiary Indusind Bank - 1.49 - - Secured by way of hypothecation of vehicles. 15.50% Repayable in 4 monthly installments with
Loan from company Ltd. last instalment payable on 18 July 2022.
bank
20 Vehicle loan Subsidiary HDFC Bank - 2.64 2.69 2.66 Secured by way of hypothecation of car. 8.55% Repayable in 11 monthly instalments with
from bank company Limited last instalment payable on 07 February
2023.
21 Vehicle loan Subsidiary HDFC Bank - - 2.90 4.64 Secured by way of hypothecation of car. 8.75% Loan repaid in f.y. 2021-2022
from bank company Limited
22 Vehicle loan Subsidiary HDFC Bank - 2.55 2.55 2.83 Secured by way of hypothecation of car. 8.45% Repayable in 10 monthly instalments with
from bank company Limited last instalment payable on 07 January
2023.
23 Vehicle loan Subsidiary HDFC Bank - 0.66 0.66 1.86 Secured by way of hypothecation of car. 8.45% Repayable in 04 monthly instalments with
from bank company Limited last instalment payable on 05 July 2022.
24 Vehicle loan Subsidiary HDFC Bank - - 0.23 0.65 Secured by way of hypothecation of car. 8.45% Loan repaid in f.y. 2021-2022
from bank company Limited

253
ANNUAL REPORT 2021-22
AMBER ENTERPRISES INDIA LIMITED

CONSOLIDATED FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW

 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

254
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S. Nature of Name of Lender As at Nature of securities Interest rate Tenure of repayment
No. loan Company 31 March 2022 31 March 2021
Non- Current Non- Current
Current Current
25 Vehicle loan Subsidiary HDFC Bank - 0.30 0.32 0.84 Secured by way of hypothecation of car. 8.45% Repayable in 04 monthly instalments with
from bank company Limited last instalment payable on 05 July 2022.
26 Vehicle loan Subsidiary HDFC Bank - 0.23 0.23 0.65 Secured by way of hypothecation of car. 8.45% Repayable in 04 monthly instalments with
from bank company Limited last instalment payable on 05 July 2022.
27 Vehicle loan Subsidiary HDFC Bank - 0.23 0.23 0.65 Secured by way of hypothecation of car. 8.45% Repayable in 04 monthly instalments with
from bank company Limited last instalment payable on 05 July 2022.
28 Vehicle loan Subsidiary HDFC Bank 0.27 1.52 1.78 1.39 Secured by way of hypothecation of car. 8.90% Repayable in 14 monthly instalments with
from bank company Limited last instalment payable on 07 May 2023.
29 Vehicle loan Subsidiary Yes Bank 6.95 7.66 14.93 6.98 Secured by way of hypothecation of car. 9.15% Repayable in 22 monthly instalments with
from bank company Limited last instalment payable on 15 January
2024.
30 Term loan Subsidiary HDFC Bank 595.00 340.00 935.00 340.00 Secured by way of first charge on movable fixed asset of the company 7.55% Repayable in 11 quarterly installments
from bank company Limited and exclusive charge by the Negative Lein on land and building at Gat no. (MCLR with last instalment payable on 03 Dec
161/2, Pimple Jagat Road, Bhima Koregaon, Pune Maharashtra. The term 7.20% plus 2024
loan is also secured by corporate guarantee of Amber Enterprises India spread)
Limited (Holding Company).
31 Vehicle loan Subsidiary Kotak Mahindra - - - 2.89 Secured by way of hypothecation of vehicles. 9.70% Repaid on 05 Dec 2021
from bank company Bank Limited
32 Vehicle loan Subsidiary Kotak Mahindra - 4.33 4.33 3.95 Secured by way of hypothecation of vehicles. 9.25% Repayable in 12 monthly installments
from bank company Bank Limited with last instalment payable on 05 March
2023
33 Term loan Subsidiary HDFC Bank 3,700.00 - - - First pari passu charge on current assets and the moveable fixed assets 5.60% Repayable in 15 Quaterly installments
from bank company Limited of the Company, first pari passu charge by way of Equitable mortgage on excluding one year moratorium with last
Factory land and Building located located at Khasra Number 414, Plot instalment payable on 24 March 2028.
Number 43-44, Sector 6, Pantnagar situated at Village Kalyanpur, Tehsil-
Rudrapur, District - Udham Singh Nagar, Uttarakhand. The above loans are
also secured by corporate guarantees of Amber Enterprises India Limited
(Holding Company).
34 Vehicle Subsidiary Daimler 13.97 6.50 - - Secured by way of hypothecation of vehicles. 9.36% Repayable in 35 monthly instalments with
Loan from company Financial last instalment payable on 13 February
bank Services India 2025.
Private Limited
35 Vehicle loan Subsidiary HDFC Bank - 15.68 - - Secured by way of hypothecation of vehicles. 9.10% Repayable in 12 monthly instalments with
from bank company Limited last instalment payable on 7 March 2023.
36 Vehicle loan Subsidiary HDFC Bank - 12.87 - - Secured by way of hypothecation of vehicles. 7.85% Repayable in 12 monthly instalments with
from bank company Limited last instalment payable on 7 March 2023.
37 Term loan Subsidiary Karnataka Bank - 0.68 - - Secured by way of mortgage of land and building and hypothecation of 8.96% Repaid on 13 April 2022.
from bank company Limited movable assets.
38 Term loan Subsidiary Karnataka Bank - 6.15 - - Secured by way of mortgage of land and building and hypothecation of 9.47% Repaid on 13 April 2022.
from bank company Limited movable assets.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S. Nature of Name of Lender As at Nature of securities Interest rate Tenure of repayment
No. loan Company 31 March 2022 31 March 2021
Non- Current Non- Current
Current Current
39 Term loan Subsidiary RBL Bank - - - 78.65 First pari pasu charge on all the present and future current assets of the 8.35% Repaid on 30 september 2021
from bank company Limited Company, moveable property of the Company (excluding those which
are exclusively hypothecated with other Banks/Financial Institutions),
immovable property, plant and equipment - Plot No.-619, Sector-69, IMT,
Faridabad and also secured by corporate guarantees of Amber Enterprises
India Limited (Holding Company)
40 Term loan Subsidiary Yes Bank - 100.00 100.00 100.00 First pari pasu charge on all the present and future current assets of the 9.05% Repayable in 4 quarterly installments with
from bank company Limited Company, moveable property of the Company (excluding those which last instalment payable on 11 March 2023
are exclusively hypothecated with other Banks/Financial Institutions),
immovable property, plant and equipment - Plot No.-619, Sector-69, IMT,
Faridabad and also secured by corporate guarantees of Amber Enterprises
India Limited (Holding Company)
41 Term loan Subsidiary RBL Bank - - - 42.10 First pari pasu charge on all the present and future current assets of the 7.95% Repaid on 11 March 2022
from bank company Limited Company, moveable property of the Company (excluding those which
are exclusively hypothecated with other Banks/Financial Institutions),
immovable property, plant and equipment - Plot No.-619, Sector-69, IMT,
Faridabad and also secured by corporate guarantees of Amber Enterprises
India Limited (Holding Company)
42 Term loan Subsidiary Axis Bank 3,790.61 656.93 1,850.48 - First pari pasu charge on all the present and future current assets of the 5.75% Repayable in 22 quarterly installments
from bank company Limited Company, moveable property of the Company (excluding those which with last instalment payable on 1 October
are exclusively hypothecated with other Banks/Financial Institutions), 2027
immovable property, plant and equipment - Plot No.-619, Sector-69, IMT,
Faridabad and also secured by corporate guarantees of Amber Enterprises
India Limited (Holding Company)
43 Working Subsidiary RBL Bank 433.33 216.67 650.00 - Second pari pasu charge on all the present and future current assets of 6.71% Repayable in 36 monthly installments
Capital company Limited the Company, moveable property of the Company (excluding those which with last instalment payable on 31 March
Term loan are exclusively hypothecated with other Banks/Financial Institutions), 2025
(GECL) immovable property, plant and equipment - Plot No.-619, Sector-69, IMT,
Faridabad
44 Term loan Subsidiary HDFC Bank 276.32 552.63 828.95 552.63 Secured by way of first charge on plant and machinery and first charge 6.00% p.a Repayable in 18 monthly installments
from bank company Limited on land and building of the factory situated at 27 & 28, Ecotech, Greater with last instalment payable on 30
Noida and is also secured by corporate guarantee of Amber Enterprises September 2023.
India Limited (Holding Company)
45 Term loan Subsidiary HDFC Bank 237.50 150.00 - - Secured by way of first charge on movable fixed assets and first charge 6.00% p.a Repayable in 31 monthly installments
from bank company Limited on land and building of the factory situated at 27 & 28, Ecotech, Greater with last instalment payable on 12
Noida. The term loans is also secured by corporate guarantee of Amber October 2024.
Enterprises India Limited (Holding Company).
46 Vehicle loan Subsidiary HDFC Bank - - - 1.03 Secured by way of hypothecation of vehicles. 8.50% The company has repaid the entire loan
from bank company Limited on 05 May 2021.
47 Vehicle loan Subsidiary HDFC Bank - - - 1.03 Secured by way of hypothecation of vehicles. 8.50% The company has repaid the entire loan
from bank company Limited on 05 May 2021.
48 Vehicle loan Subsidiary HDFC Bank - - - 1.52 Secured by way of hypothecation of vehicles. 8.50% The company has repaid the entire loan
from bank company Limited on 05 May 2021.

255
ANNUAL REPORT 2021-22
AMBER ENTERPRISES INDIA LIMITED

CONSOLIDATED FINANCIAL STATEMENTS STATUTORY REPORTS CORPORATE OVERVIEW

 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

256
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S. Nature of Name of Lender As at Nature of securities Interest rate Tenure of repayment
No. loan Company 31 March 2022 31 March 2021
Non- Current Non- Current
Current Current
49 Vehicle loan Subsidiary HDFC Bank 5.11 7.10 12.21 6.49 Secured by way of hypothecation of vehicles. 8.75% Repayable in 20 monthly installments
from bank company Limited with last instalment payable on 07
November 2023.
50 Vehicle loan Subsidiary HDFC Bank 19.36 5.52 24.88 5.12 Secured by way of hypothecation of vehicles. 7.70% Repayable in 48 monthly installments
from bank company Limited with last instalment payable on 05 March
2026.
51 Vehicle loan Subsidiary Indusind Bank - 0.22 0.22 2.65 Secured by way of hypothecation of vehicles. 9.96% Repayable in 02 monthly installments
from bank company Limited with last instalment payable on 12 May
2022.
52 Vehicle loan Subsidiary Indusind Bank - 0.22 0.22 2.65 Secured by way of hypothecation of vehicles. 9.96% Repayable in 02 monthly installments
from bank company Limited with last instalment payable on 12 May
2022.
Less : Unamortised processing fees (11.42) - (18.49) -
Total 33,232.16 6,966.43 16,506.21 3,486.86
23 (ii) Refer note 51 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and note 52 - Financial risk management for assessment of expected credit losses.
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

24. LEASE LIABILITIES*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Long term maturities of lease liabilities 3,046.49 1,186.05
3,046.49 1,186.05
Current maturities of lease liabilities 627.09 251.79
627.09 251.79
*Lease liabilities amounting to ` 3,673.58 lakh (previous year: ` 1,437.84 lakh) are secured by the mortgage and hypothecation

CONSOLIDATED FINANCIAL STATEMENTS

of assets financed. For disclosures related to finance lease obligations, refer note 49 - Leases and note 45 - Related party
disclosures.

25. OTHER FINANCIAL LIABILITIES (NON-CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Creditors for capital expenditure 303.78 -
Put liability for acquisition of non-controlling interest (refer note 54) 3,099.40 -
3,403.18 -
Refer note 51 - Fair value disclosures for disclosure of fair value in respect of financial liabilities and note 52 for the maturity
profile of financial liabilities.

26. PROVISIONS (NON-CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Provision for employee benefits*
Gratuity 1,134.24 843.75
Compensated absences 373.44 343.45
1,507.68 1,187.20
*For disclosures related to provision for employee benefits, refer note 50 - Employee benefit obligations.

27A. DEFERRED TAX LIABILITIES (NET)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Tax effect of items constituting deferred tax assets:
Provision for employee benefits 305.60 182.16
Financial assets and financial liabilities at amortised cost 138.43 114.88
Tax impact of other expenses charged in the financial statement but allowable 85.50 84.58
as deductions in future years under Income-tax
Allowance for credit impaired receivables 24.51 11.30
Others 0.41 28.49
Tax credit (minimum alternate tax) 3,679.51 3,652.30
Total deferred tax assets 4,234.31 4,073.71
Set-off of deferred tax assets pursuant to set-off provisions (4,234.31) (4,073.71)
Net deferred tax assets - -

257
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Tax effect of items constituting deferred tax liabilities
Property, plant and equipment and intangible assets 13,097.17 11,970.51
Fair valuation of net assets on businesss combination 813.11 -
Financial assets and financial liabilities at fair value through other comprehensive 152.42 -
income
Total deferred tax liabilities 14,062.69 11,970.51
Set-off of deferred tax liabilities pursuant to set-off provisions (4,234.31) (4,073.71)
Net deferred tax liabilities 9,828.38 7,896.80

27B. DEFERRED TAX ASSETS (NET)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Tax effect of items constituting deferred tax liabilities:
Property, plant and equipment and intangible assets 313.45 560.89
Expenses deductible on payment basis - 0.04
Total deferred tax liabilities 313.45 560.93
Set-off of deferred tax liabilities pursuant to set-off provisions (313.45) (560.93)
Net deferred tax liabilities - -

Tax effect of items constituting deferred tax assets

Provision for employee benefits 188.08 199.24
Provision for warranty expenses 3.17 3.17
Allowance for credit impaired recievables 128.66 139.49
Financial assets and financial liabilities at amortised cost - 0.46
Business loss and unabsorbed depreciation 273.62 421.69
Others 4.27 -
Total deferred tax assets 597.80 764.05
Set-off of deferred tax assets pursuant to set-off provisions (313.45) (560.93)
Net deferred tax assets 284.35 203.12

Notes:

(i) Movement in deferred tax (assets)/liabilities for year ended 31 March 2022:

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April Acquisition Recognised Recognised Others 31 March
2021 of subsidiary in Other in 2022
(refer note comprehensive Statement
54) income of profit
and loss
Tax effect of items constituting
deferred tax assets:
Provision for employee benefits (381.40) (41.90) 9.79 (80.17) - (493.68)
Provision for warranty expenses (3.17) - - - (3.17)

258
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April Acquisition Recognised Recognised Others 31 March
2021 of subsidiary in Other in 2022

STATUTORY REPORTS
(refer note comprehensive Statement
54) income of profit
and loss
Financial assets and financial (115.31) - (23.47) - (138.78)
liabilities at amortised cost
Tax impact of other expenses (84.58) - (0.92) - (85.50)
charged in the financial

CONSOLIDATED FINANCIAL STATEMENTS

statement but allowable as
deductions in future years under
income tax
Allowance for credit impaired (150.79) - (2.38) - (153.17)
receivables
Business loss and unabsorbed (421.69) (434.78) - 582.85 - (273.62)
depreciation
Others (28.49) (0.77) - 24.58 - (4.68)
Tax credit (minimum alternate (3,652.30) - (27.21) - (3,679.51)
tax)
Total deferred tax assets (4,837.73) (477.45) 9.79 473.28 - (4,832.11)
Tax effect of items constituting
deferred tax liabilities
Property, plant and equipment 12,531.41 55.73 - 823.48 - 13,410.62
and intangible assets
Fair valuation of net assets on - 902.73 - (89.63) - 813.11
businesss combination
Financial assets and financial - 152.42 - - 152.42
liabilities at fair value through
other comprehensive income
Total deferred tax liabilities 12,531.41 958.47 152.42 733.85 - 14,376.14
Deferred tax liabilities (net) 7,693.68 481.01 162.21 1,207.13 - 9,544.03

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April Acquisition Recognised Recognised Others 31 March 2021
2020 of subsidiary in Other in
comprehensive Statement
income of profit and
loss
Tax effect of items constituting
deferred tax assets:
Provision for employee benefits (352.88) - 19.71 (48.23) - (381.40)
Provision for warranty expenses (6.16) - - 2.99 - (3.17)
Financial assets and financial (108.95) - - (6.36) - (115.31)
liabilities at amortised cost
Tax impact of other expenses (80.24) - - (4.34) - (84.58)
charged in the financial
statement but allowable as
deductions in future years under
income tax

259
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

Allowance for credit impaired (159.73) - - 8.94 - (150.79)

receivables
Unabsorbed depreciation (490.65) - - 68.96 - (421.69)
Inventories - - -
Others (46.14) - - 17.65 - (28.49)
Tax credit (minimum alternate (4,223.64) - - 201.48 369.86 (3,652.30)
tax)
Total deferred tax assets (5,468.37) - 19.71 241.08 369.86 (4,837.73)
Tax effect of items constituting
deferred tax liabilities
Property, plant and equipment 12,246.59 - - 284.82 - 12,531.41
and intangible assets
Others 5.15 - - (5.15) - (0.00)
Total deferred tax liabilities 12,251.74 - - 279.67 - 12,531.41
Deferred tax liabilities (net) 6,783.37 - 19.71 520.75 369.86 7,693.68

(iii) Refer note 47 for income tax related disclosures.”

28. OTHER NON-CURRENT LIABILITIES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Deferred revenue* 150.59 178.14
150.59 178.14
*Represents government grant which is not covered under the scope of Ind AS 115. Refer note 55 for details.

29. SHORT-TERM BORROWINGS

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Secured
Working capital demand loans 42,195.75 12,237.17
Cash credits 2,282.13 1,393.97
Buyers credit 17,491.17 4,260.52
Domestic bill discounting facilities - 99.69
Current maturities of long-term borrowings:
Term loan [also refer note 23 (i)]
from banks 5,593.22 2,823.30
from others 1,357.43 637.15
Vehicle loan [also refer note 23 (i)]
from banks - 23.15
from others 15.78 3.26
Unsecured
Loan from directors of subsidiary companies 1,015.05 450.00
69,950.53 21,928.21

260
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

Notes:

a. Details of security of short term borrowings for the year ended 31 March 2022

In case of holding company, cash credits (including fixed deposit overdraft and bonds overdraft), buyers credit and

STATUTORY REPORTS
working capital demand loan facilities are secured by first pari passu charge on all the present and future current assets
of the Company, first pari passu charge on all the present and future moveable fixed assets (excluding those which are
under exclusive hypothecated with other Banks/FIs) of the Company, first pari passu charge by way of mortgage of land
and building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road,
Village Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.
In case of the subsidiary company [PICL (India) Private Limited], ‘Cash credit facilities (repayable on demand), working

CONSOLIDATED FINANCIAL STATEMENTS

capital demand loan (repayable on respective due dates) and domestic bill discounting facility (repayable on respective
due dates) are secured by first pari pasu charge on all the present and future current assets of the Company, first pari
passu charge on moveable property, plant and equipment of the Company (excluding those which are exclusively
hypothecated with other Banks/Financial Institutions), first pari passu charge on immovable property - Plot No.-619,
Sector-69, IMT, Faridabad in the name of the Company . The loans are also secured by corporate guarantees of Amber
Enterprises India Limited (Holding Company).
In case of the subsidiary company [IL JIN Electronics (India) Private Limited], cash credit facility is secured by way of first
pari passu charge on all current assets and Plant and Machinery of the Company (including land and building of plant
situated at 27 & 28, Ecotech, Greater Noida) and working capital demand loan is secured by way of first pari pasu charge
on all current assets of the Company. These facilities are also secured by corporate guarantee of Amber Enterprises India
Limited (Holding Company)
In case of the subsidiary company (Ever Electronics Private Limited), cash credit facility and working capital demand loan
are secured by way of first pari passu charge on all current assets and first pari passu charge by negative lien on Land
and Building at Gat No.161/2, Pimple Jagtap Road, Bhima Koregaon, Pune, Maharashtra and is also secured by corporate
guarantee of Amber Enterprises India Limited (Holding Company).
In case of the subsidiary company (Sidwal Refrigeration Industries Private Limited), cash credits from bank are secured by
first charge on all current and movable fixed assets of the Company, equitable mortgage on industrial plot No. 23, Sector
6, Faridabad, 121007 Haryana and corporate guarantee given by Amber Enterprises India Limited (Holding Company).
In case of the subsidiary company (Pravartaka Tooling Services Private Limited), cash credit facilities are secured by first
charge on all present and future current assets, including entire stock, book debts, loans and advances etc., equitable
mortgage of factory land and building no. 111 and 112 Toy City Ecotech III, Greater Noida owned by Indus Polytech Private
Lmited, equitable mortgage of Flat No. A 209, 2nd Floor Ashinan Orchids GH-01, Sector II Greater Noida owned by Gaytri
Devi and Anil Sangwan and Flat No. 209, Second Floor, Tower Veerona, Mahagun Morpheus, Plot No. 04, Block E Sector 50,
Noida owned by Mahesh Madan and Bharti Madan. Cash credit facilities are also secured by personal guarantee of Smt.
Gayatri Devi, Sh. Mahesh Madan and Smt. Bharti Madan and corporate guarantee of M/s Indus Polytech Private Limited.

b. Terms of repayment and interest rate for the year ended 31 March 2022
- Working capital demand loans from banks amounting to INR 42,195.75 lakh, carrying interest rate varying from
4.20% to 7.50% p.a. is repayable on respective due dates.
- Cash Credit from Banks amounting to INR 2,282.13 lakh, carrying interest rate in the range of 4.38% p.a. to 8.90%
p.a. is repayable on demand.
- Buyers credits from Banks amounting to INR 17,491.17 lakh carying interest rate SOFAR+0.15 to SOFAR 0.90 is
repayable on respective due dates.
- Interest free unsecured loan amounting INR 1,015.05 lakh taken by subsidiary companies from its directors is
repayable on demand.

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

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

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

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

e. The Group has borrowings from banks on the basis of security of current assets and quarterly returns or statements of
current assets filed by the Company with banks are in agreement with the books of accounts.

f. Reconciliation of liabilities arising from financing activities:

Long-term Lease Short-term Total
borrowings liabilities borrowings
(including current
maturities)
As at 01 April 2020 18,578.42 1,536.74 18,169.47 38,284.63
Cash flows:
Proceeds from borrowings 11,452.40 - 271.88 11,724.28
Repayment of borrowings (10,114.86) (98.90) - (10,213.76)
Non-cash:
Impact of amortised cost adjustment for borrowings 77.10 - - 77.10
As at 31 March 2021 19,993.06 1,437.84 18,441.35 39,872.25
Cash flows:
Proceeds from borrowings 22,962.62 - 42,379.24 65,341.86
Repayment of borrowings (5,030.66) (237.51) - (5,268.17)
Non-cash:
Right-of-use assets recognised during the year 2,473.25 2,473.25
Impact of amortised cost adjustment for borrowings (3.42) 12.47 9.06
Acquisition of subsidiary (refer note Note 54) 2,276.97 2,151.04 4,428.01
As at 31 March 2022 40,198.59 3,673.58 62,984.10 1,06,856.27

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

30. TRADE PAYABLES*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Dues of micro enterprises and small enterprises [refer note (i) below] 378.19 520.64
Dues of creditors other than micro enterprises and small enterprises (refer note 45) 1,69,831.25 1,31,174.32
1,70,209.44 1,31,694.96
*includes acceptances arrangements where operational suppliers of goods and services are initially paid by banks where there

CONSOLIDATED FINANCIAL STATEMENTS

is no recourse on the group.

Notes:

(i) Disclosures pursuant to section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Pursuant to the requirements under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006),
the following information has been determined by the management to the extent such parties have been identified on the
basis of information submitted to the Company, including but not limited to the UDYAM registration certificates obtained
from suppliers who have registered themselves under the MSMED Act, 2006, certificates from Chartered Accountant
regarding gross investment in plant and equipment as on 31 March 2022, and the latest audited balance sheets of the
suppliers:

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Principal amount remaining unpaid 374.80 516.32
Interest accrued and due thereon remaining unpaid 3.39 4.32
Interest paid by the company in terms of section 16 of MSMED Act 2006, - -
along with the amount of the payment made to the suppliers and service
providers beyond the appointed day during the year.
Interest due and payable for the period of delay in making payment (which - -
has been paid but beyond the appointed day during the year ), but without
adding the interest specified under MSMED Act ,2006.
Interest accrued and remaining unpaid as at the end of the year. 3.39 4.32
Further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under
section 23 of the MSMED Act,2006.

(ii) The carrying values are considered to be reasonable approximation of their fair values.
iii) Ageing schedule of trade payables*
(All amounts in ` in lakh unless otherwise stated)

31 March 2022 Outstanding from the due date of payment Total

Not due Less than 1-2 years 2-3 years More than
1 year 3 years
Micro and small 279.49 98.70 - - - 378.19
enterprises
Others 1,11,739.03 57,540.63 466.45 36.05 49.09 1,69,831.25
Total 1,12,018.52 57,639.33 466.45 36.05 49.09 1,70,209.44

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

31 March 2021 Outstanding from the due date of payment Total

Not due Less than 1-2 years 2-3 years More than
1 year 3 years
Micro and small 395.06 125.58 - - - 520.64
enterprises
Others 1,04,880.91 25,874.19 223.48 133.67 62.07 1,31,174.32
Total 1,05,275.97 25,999.77 223.48 133.67 62.07 1,31,694.96
* The Group does not have any disputed dues.
Note: The subsidiary companies, AmberPR Technoplast India Private Limited (formerly known as Pasio India Private
Limited) and Pravartaka Tooling Services Private Limited, had acquired the business from Pee Aar Automotive Technoplast
Private Limited and Pioneer Tooling Services respectively, on slump sale basis. As part of acquisitions, the subsidiary
companies have acquired the trade payables from the predecessor owners which have been disclosed from the date they
have become due in the above ageing schedule.

31. OTHER FINANCIAL LIABILITIES (CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Creditors for capital expenditure 7,218.01 1,303.89
Interest accrued 225.22 180.53
Expenses payable (refer note 45) 1,471.91 1,021.78
Employee related payables (refer note 45) 1,805.99 1,582.27
Trade acceptances - 977.27
Unpaid dividend* 0.45 0.49
Security deposits 6.12 6.44
Deferred consideration [refer note (ii)] 951.38 417.80
11,679.08 5,490.47
*Investor Education and Protection Fund will be credited as and when due
Notes:
(i) The carrying values are considered to be reasonable approximation of their fair values.
(ii) During the year ended 31 March 2022, the Holding Company has acquired 73% stake in AmberPR Technoplast India
Private Limited (formerly known as Pasio India Private Limited) (“AmberPR”). As per terms of Share Subscription and
Purchase Agreement, the Holding Company is required to pay an amount of INR 550.00 lakh as DD consideration upon
completion of due diligence and a maximum amount of INR 243.09 lakh as top-up consideration based on audited
operating EBITDA of AmberPR for the FY 2021-22. The maximum outgo for “”DD consideration and top-up consideration””
would not exceed INR 550.00 lakh in entirety.
During the year ended 31 March 2021, the Holding Company had entered into second amendment to share purchase
agreement dated 17 September 2020 for settlement of the deferred consideration and acquisition of remaining stake
in Sidwal Refrigeration Industries Private Limited. Consequently, the Holding Company has extinguished the deferred
consideration liability by payment amounting to INR 4,873.74 lakh and recognised the gain amounting to INR 554.82
lakh which had resulted in net deferred consideration amounting INR 417.80 lakh, out of which INR 401.38 lakh is still
outstanding as on 31 March 2022.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

32. OTHER CURRENT LIABILITIES

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Advance from customers 975.30 655.39
Payable to statutory authorities 8,193.87 5,619.63
Advance against sale of property, plant and equipment 129.54 129.54
Deferred revenue* 405.40 314.12
9,704.11 6,718.68

CONSOLIDATED FINANCIAL STATEMENTS

*Includes government grant amounting to INR 27.55 lakh which is not covered under the scope of Ind AS 115. Refer note 55
for details.

33. PROVISIONS (CURRENT)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Provision for employee benefits
Gratuity 138.58 107.84
Compensated absences 108.60 73.08
Provision for warranty 107.38 44.52
354.56 225.44
Notes:
(i) For disclosures related to provision for employee benefits, refer note 50 - Employee benefit obligations.
(ii) Information related to provision for warranty:
The Group gives warranties on certain products and undertakes to repair or replace them if these products fail to perform
satisfactorily during the warranty period. Such provision represents the amount of cost expected to meet the obligation of
such repair/ replacement. The timing of outflows is expected to be within one year. The provision is based on estimates
made from historical warranty data associated with similar products.

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Opening balance 44.52 24.46
Add: Provision made during the year 225.50 111.22
Less: Provision utilised during the year (162.64) (91.16)
Closing balance 107.38 44.52

34. INCOME TAX LIABILITIES (NET)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Provision for income tax (net of advance tax and taxes deducted at source and 265.95 1,328.78
taxes collected at source)
265.95 1,328.78

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

35. REVENUE FROM OPERATIONS

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Operating revenue
Sale of products 4,04,119.72 2,94,957.92
Sale of services 6,426.23 3,443.35
Other operating revenues
Scrap sales 4,843.23 3,199.08
Budgetory support under Goods and Services Tax Regime 152.03 0.32
Job work charges 4,992.17 1,129.92
Export incentive 59.59 48.80
Electricity duty subsidy - 258.31
Others 46.76 14.31
4,20,639.73 3,03,052.01

36. OTHER INCOME

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Interest from
Bank deposits 1,655.63 1,202.96
Other financial assets carried at amortised cost 37.80 127.47
Financial assets carried at fair value through other comprehensive income 1,345.76 -
Income tax refunds 18.29 -
Other income
Lease rent (refer note 49) - 21.23
Gain on settlement/fair valuation of deferred consideration [refer note 31(ii)] - 554.82
Foreign exchange fluctuation (net) 55.42 1,081.30
Mark to market gain on forward contracts - 63.27
Government grant income 27.55 27.55
Liabilities no longer required written back 16.59 25.72
Impairment of trade receivables written back 29.31 -
Insurance claims 35.96 34.84
Derecognition of financial liability - 31.78
Miscellaneous income 100.91 139.05
3,323.22 3,309.99

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

37. COST OF MATERIALS CONSUMED

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended

STATUTORY REPORTS
31 March 2022 31 March 2021
Opening stock
Raw material 58,419.60 53,549.28
Stores, spares and other consumables 166.84 161.34
Packing material 570.45 920.48

CONSOLIDATED FINANCIAL STATEMENTS

Add: Purchases made during the year 3,63,335.13 2,57,409.84
Add: Acquisition of subsidiary [refer note 54] 695.72 -
4,23,187.74 3,12,040.94
Less: Closing stock
Raw material 70,133.39 58,419.60
Stores, spares and other consumables 159.49 166.84
Packing material 406.68 570.45
3,52,488.18 2,52,884.05

38. CHANGES IN INVENTORIES OF INTERMEDIATE PRODUCTS (INCLUDING MANUFACTURED COMPONENTS) AND

FINISHED GOODS

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Opening stock
Intermediate products (including manufactured components) 1,572.13 3,657.13
Finished goods 10,899.87 7,281.32
Add: Acquisition of subsidiary (refer note 54)
Intermediate products 209.50 -
Finished goods 1,182.20 -
Closing stock
Intermediate products (including manufactured components) 7,268.89 1,572.13
Finished goods 6,116.32 10,899.87
478.49 (1,533.55)

39. EMPLOYEE BENEFITS EXPENSE

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Salary, wages and bonus 12,145.16 9,205.08
Contribution to provident and other funds 766.35 627.86
Staff welfare expenses 516.08 372.93
Share based payment 1,567.47 -
14,995.06 10,205.87
For disclosures related to provision for employee benefits, refer note 50 - Employee benefit obligations

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

40. FINANCE COSTS

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Interest on
Term loans 1,880.76 1,741.56
Lease liabilities 225.65 145.53
Others 2,265.26 1,982.61
Other borrowing costs 423.58 254.97
4,795.25 4,124.67
Less: borrowing costs capitalised [refer note 5(i)] 151.54 28.80
4,643.71 4,095.87

41. DEPRECIATION AND AMORTISATION EXPENSE

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Depreciation of property, plant and equipment (refer note 4) 7,634.59 6,247.64
Amortisation of intangible assets (refer note 6) 3,156.04 2,982.03
10,790.63 9,229.67

42. OTHER EXPENSES

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Power, fuel and water charges 3,579.85 2,506.37
Contractual labour charges 8,161.52 6,513.31
Loading and unloading charges 119.73 100.99
Freight charges 1,285.59 992.70
Legal and professional fees [refer note (i)] 934.34 755.88
Workshop expenses 83.83 70.18
Travelling and conveyance 905.24 562.47
Repairs and maintenance
plant and machinery 1,303.82 965.98
buildings 244.24 178.94
others 557.84 324.45
Insurance 321.71 297.37
Rent
plant and machinery 1,193.61 1,008.08
buildings 1,316.41 927.46
others 125.73 127.32
Rates and taxes 164.20 114.26
Bank charges 138.93 90.84
Directors' sitting fees 64.95 26.85
Job work charges 1,250.87 924.96

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021

STATUTORY REPORTS
Communication expenses 183.38 93.88
Donation 3.47 38.96
Postage 2.91 27.15
Vehicle running expenses 199.80 108.25
Corporate social responsibility expenditure (refer note 58) 325.98 337.56
Printing and stationary 65.40 57.84

CONSOLIDATED FINANCIAL STATEMENTS

Business promotion expenses 155.03 78.45
Advances and other balances written off 10.99 12.71
Festival expenses 52.63 42.63
Loss on account of unapproved product development 229.86 113.99
Security charges 116.20 115.91
Clearing and forwarding expense 215.47 162.97
Bad debts [refer note (ii)] 33.53 22.57
Loss on sale of property, plant and equipment (net) 13.63 392.04
Impairment loss on property, plant and equipment and intangible assets 159.15 323.39
Impairment of trade receivables - 3.99
Impairment of other financial assets - 12.58
Provision for doubtful debts 43.05 -
Research expenses 66.03 39.58
Warranty expenses 238.51 111.22
Loss on sale of perpetual bonds 57.82 -
Factory expenses 17.40 -
Miscellaneous expenses 1,197.08 882.77
25,139.73 19,466.85

ii) Payments to the auditor*:

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2022 31 March 2021
- Statutory audit fee 97.80 90.20
- Out of pocket expenses 0.61 2.63
Total 98.41 92.83
* Excludes fees paid to statutory auditor of Nil (31 March 2021: INR 32 lakh) for QIP related services adjusted from securities
premium.

(ii) Bad debts are net of amount adjusted from allowance for credit impaired recievables made in earlier years amounting
INR 0.95 lakh (31 March 2021: INR 21.21 lakh)

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

43. ESTIMATED AMOUNT OF CONTRACTS REMAINING TO BE EXECUTED ON CAPITAL ACCOUNT AND NOT PROVIDED
FOR (NET OF ADVANCES)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Estimated amount of contracts remaining to be executed on 7,509.83 6,478.17
capital account and not provided for (net of advances)

44. CONTINGENT LIABILITY NOT PROVIDED FOR EXISTS IN RESPECT OF:#

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Sales tax [refer note (i) below] 74.28 96.79
Goods and services tax [refer note (ii) below] 35.94 30.63
Income-tax [refer note (iii) below] 38.60 38.60
Octroi tax 15.58 15.58
Excise duty [refer note (iv) below] 24.39 24.39
Claims against the Group not acknowledged as debts
On account of claims by vendors 12.39 12.39
On account of claims by employees - 1.58
Bonus [refer note (v) below] 11.38 11.38
Other labour related cases [refer note (vi) below] 28.20 28.20
(i) Includes amount paid under protest ` 6.68 lakh (31 March 2021 : ` 5.60 lakh).
Also, the amount appearing above is after netting off ` 7.52 lakh (31 March 2021: ` 13.42 lakh) already provided for in the
books of accounts.
(ii) Includes amount paid under protest ` 35.94 lakh (31 March 2021 : ` 30.63 lakh).
(iii) For the subsidiary, demand was raised by the Income-tax department for the assessment year 2018-19 on 09 April 2021,
for additional income-tax payable by the Company. The Company has filed an appeal to the CIT (Appeals), Delhi regarding
the same on 06 May 2021.
(iv) Includes amount paid under protest ` 2.79 lakh (previous year: ` 2.79 lakh).
(v) The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014)
revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation
of bonus. However, taking cognizance of the stay granted by various High Courts, the Company has not recognised any
differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense
as per the amended provisions w.e.f. 1 April 2015 and onwards.
(vi) Other labour related cases majorily comprises of cases under Minimum Wages Law claiming INR 18 lakh for payment
of wages below minimum wages. Based on the advice from independent expert and development of the case, the
management is confident that such addition will not be sustained on completion of the appellate and accordingly, pending
the decision by the appellate authority no adjustment has been made in the financial statements.
# The Group is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Group’s
management reasonably expects that these legal actions, when ultimately concluded and determined, will not have a
material and adverse effect on the Group’s results of operations or financial condition.
# The Hon’ble Supreme Court of India has pronounced a ruling dated 28 February 2019 in which it is held that ‘allowance’
paid to employees, will be included in the scope of ‘basic wages’ and thus, will be subject to provident fund contributions.
Petitions have been filed with Hon’ble Supreme Court of India seeking additional clarification with respect to the application
of this ruling. As this ruling has not prescribed any clarification w.r.t. to its application, the Company is in the process of
evaluating its impact. Management believes that this will not result in any material liability on the Company.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

45. RELATED PARTY DISCLOSURES*

A. Relationship with related parties**

I. Entities over which significant influence is exercised by the Amrit Aircon System Private Limited (upto 11 September

STATUTORY REPORTS
company /key management personnel (either individually 2020)
or with others)
AK & Co.
SL & Co.
II. Key management personnel (KMP)
a. Mr. Jasbir Singh

CONSOLIDATED FINANCIAL STATEMENTS

(Chairman & CEO and Director)
b. Mr. Daljit Singh
(Managing Director)
c. Dr. Girish Kumar Ahuja
(Independent Director)
d. Mr. Manoj Kumar Sehrawat
(Non-executive nominee Director)
e. Ms. Sudha Pillai
(Independent Director)
f. Mr. Satwinder Singh
(Independent Director)
g. Mr. Sanjay Arora
(Chief Executive Officer - Electronics Division)
h. Mr. Udaiveer Singh
(Chief Executive Officer - Mobility Application Division)
i. Mr. Sachin Gupta
(Chief Executive Officer - RAC and CAC Division)
j. Mr. Sudhir Goyal
(Chief Financial Officer)
k. Ms. Konica Yadav
(Company Secretary and Compliance Officer)
III. Relatives of Key management personnel
a. Mr. Kartar Singh
(Chairman Emeritus)
b. Ms. Amandeep Kaur
(wife of Mr. Jasbir Singh, Chairman & CEO and Director)
c. Ms. Sukhmani Lakhat
(wife of Mr. Daljit Singh, Managing Director)
* Disclosures have been given of those related parties with whom the Company have made transactions..
** Above related parties do not include Key management personnel (KMP) of subsidiary companies, its relatives or entities
over which significant influence can be exercised by such KMPs as such parties do not exercise control or significant influence
over the activities of the Group.

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

45 Related party disclosures (continued)

The following transactions were carried out with related parties in the ordinary course of business for the year ended
31 March 2022
(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities over Key management Relatives of Key

No. which significant personnel management
influence is personnel
exercised
(A) Transactions made during the year:
1 Rent paid
Mr. Jasbir Singh - 34.20 -
Mr. Daljit Singh - 12.83 -
Ms. Amandeep Kaur - - 25.65
Ms. Sukhmani Lakhat - - 34.20
2 Finance cost
AK & Co. 51.51 - -
SL & Co. 51.51 - -
3 Interest income on others
AK & Co. 5.47 - -
SL & Co. 5.47 - -
4 Remuneration paid to KMP's
Sitting fees and commission to independent directors* - 64.75 -
Employee benefit expenses (including ESOP impact)** - 2,716.04 -
*Name of Independent directors
Dr. Girish Kumar Ahuja - 21.95 -
Ms. Sudha Pillai - 19.85 -
Mr. Satwinder Singh - 22.95 -
**Name of KMP
Mr. Jasbir Singh - 373.37 -
Mr. Daljit Singh - 309.75 -
Mr. Sudhir Goyal (including ESOP impact) - 445.02 -
Ms. Konica Yadav - 20.28 -
Mr. Sanjay Arora (including ESOP impact) - 493.77 -
Mr. Sachin Gupta (including ESOP impact) - 465.99 -
Mr. Udaiveer Singh (including ESOP impact) - 607.85 -
5 Professional charges
Mr. Kartar Singh - - 16.80
Mr. Udaiveer singh - 12.00 -
6 Extinguishment of personal guarantee taken
Mr. Jasbir Singh - 2,434.93 -
Mr. Daljit Singh - 2,434.93 -

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

S Particulars Entities over Key management Relatives of Key

No. which significant personnel management
influence is personnel
exercised

STATUTORY REPORTS
(B) Balances at year end
1 Trade payables
AK & Co. 19.55 - -
SL & Co. 19.55 - -
Mr. Udaiveer Singh - 0.95 -
Dr. Girish Kumar Ahuja - 9.90 -

CONSOLIDATED FINANCIAL STATEMENTS

Mr. Satwinder Singh - 9.90 -
Ms. Sudha Pillai - 9.90 -
2 Lease liabilities (Non-current)
AK & Co. 370.59 - -
SL & Co. 370.59 - -
3 Lease liabilities (Current)
AK & Co. 103.61 - -
SL & Co. 103.61 - -
4 Security deposits given (disclosed under other
financials assets)
AK & Co. 56.39 - -
SL & Co. 56.39 - -
5 Security deposits given (disclosed under other
financials assets)
Mr. Jasbir Singh - 79.80 -
Mr. Daljit Singh - 79.80 -
Ms. Amandeep Kaur - - 8.55
Ms. Sukhmani Lakhat - - 11.40
6 Payable to KMP's (disclosed under other current
financial liabilites)
Mr. Jasbir Singh - 62.06 -
Mr. Daljit Singh - 62.28 -
Mr. Udaiveer Singh - 16.49 -
Mr. Sudhir Goyal - 12.42 -
Ms. Konica Yadav - 1.59 -
Mr. Sanjay Arora - 6.41 -
Mr. Sachin Gupta - 18.85 -
7 Loans to KMP's (disclosed under current loans)
Mr. Sachin Gupta - 1.49 -
Mr. Sanjay Arora - 13.96 -
Ms. Konica Yadav - 3.75 -
8 Post-employment benefits of KMP's
Mr. Jasbir Singh - 62.60 -
Mr. Daljit Singh - 44.44 -
Mr. Udaiveer Singh - 40.94 -
Mr. Sudhir Goyal - 14.51 -
Ms. Konica Yadav - 3.24 -
Mr. Sanjay Arora - 23.63 -
Mr. Sachin Gupta - 13.31 -

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

45 Related party disclosures (continued)

The following transactions were carried out with related parties in the ordinary course of business for the year ended
31 March 2021
(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities over Key management Relatives of Key

No. which significant personnel management
influence is personnel
exercised
(A) Transactions made during the year:
1 Rent paid
Mr. Jasbir Singh - 42.75 -
Mr. Daljit Singh - 16.03 -
Ms. Amandeep Kaur - - 32.06
Ms. Sukhmani Lakhat - - 42.75
2 Finance cost
AK & Co. 56.33 - -
SL & Co. 56.33 - -
3 Interest income on others
AK & Co. 4.94 - -
SL & Co. 4.94 - -
4 Remuneration paid to KMP's
Sitting fees to independent directors - 25.25 -
Salary paid* - 614.72 -
*Name of KMP
Mr. Jasbir Singh - 174.63 -
Mr. Daljit Singh - 168.59 -
Mr. Sudhir Goyal - 63.83 -
Ms. Konica Yadav - 13.27 -
Mr. Sanjay Arora - 67.59 -
Mr. Sachin Gupta - 65.43 -
Mr. Udaiveer Singh - 61.39 -
5 Professional charges
Mr. Kartar Singh - - 16.80
Mr. Udaiveer singh - 12.00 -
Mr. Sanjay Arora - 33.86 -
6 Extinguishment of personal guarantee taken
Mr. Jasbir Singh - 15,111.37 -
Mr. Daljit Singh - 8,111.37 -
7 Extinguishment of corporate guarantee taken
AK & Co. 5,000.00 - -
SL & Co. 5,000.00 - -

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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities over Key management Relatives of Key
No. which significant personnel management
influence is personnel

STATUTORY REPORTS
exercised
(B) Balances at year end
1 Trade payables
AK & Co. 27.28 - -
SL & Co. 27.28 - -

CONSOLIDATED FINANCIAL STATEMENTS

Mr. Sanjay Arora - 3.33 -
2 Lease liabilities (Non-current)
AK & Co. 427.64 - -
SL & Co. 427.64 - -
3 Lease liabilities (Current)
AK & Co. 99.57 - -
SL & Co. 99.57 - -
4 Rent payable (disclosed under trade payables)
Mr. Jasbir Singh - 9.45 -
Mr. Daljit Singh - 3.54 -
Ms. Amandeep Kaur - - 7.09
Ms. Sukhmani Lakhat - - 9.45
5 Security deposits given (disclosed under non-
current loans)
AK & Co. 50.92 - -
SL & Co. 50.92 - -
6 Security deposits given (disclosed current loans)
Mr. Jasbir Singh - 79.80 -
Mr. Daljit Singh - 79.80 -
Ms. Amandeep Kaur - - 8.55
Ms. Sukhmani Lakhat - - 11.40
7 Payable to KMP's (disclosed under other current
financial liabilites)
Mr. Jasbir Singh - 31.33 -
Mr. Daljit Singh - 23.75 -
Mr. Udaiveer Singh - 11.49 -
Mr. Sudhir Goyal - 10.83 -
Ms. Konica Yadav - 1.19 -
Mr. Sanjay Arora - 4.23 -
Mr. Sachin Gupta - 11.15 -
8 Loans to KMP's (disclosed under current loans)
Mr. Sachin Gupta - 14.36 -
Mr. Sudhir Goyal - 8.41 -
Mr. Sanjay Arora - 0.87 -
Ms. Konica Yadav - 2.03 -

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

S Particulars Entities over Key management Relatives of Key

No. which significant personnel management
influence is personnel
exercised
9 Post-employment benefits of KMP's
Mr. Jasbir Singh - 42.40 -
Mr. Daljit Singh - 29.58 -
Mr. Udaiveer Singh - 24.92 -
Mr. Sudhir Goyal - 8.40 -
Ms. Konica Yadav - 1.94 -
Mr. Sanjay Arora - 15.49 -
Mr. Sachin Gupta - 7.08 -
10 Personal guarantees taken*
Mr. Jasbir Singh - 2,434.93 -
Mr. Daljit Singh - 2,434.93 -
11 Advances to KMP's (disclosed under other current
assets)
Mr. Satwinder Singh - 0.50 -
* The above disclosed balances of personal guarantees taken include original sanctioned limits of working capital facilities
and term loans by the continuing banks.

46. ASSETS PLEDGED/HYPOTHECATED/MORTGAGED AS SECURITY

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Current assets
Inventories 84,084.77 71,628.89
Trade receivables 1,31,491.25 1,06,899.17
Cash and cash equivalents and other bank balances 56,259.11 28,993.16
Investments 11,976.51 5,294.47
Loans, other financial assets and other current assets 12,992.43 6,778.80
Total current assets pledged as security 2,96,804.07 2,19,594.49
Non-current assets
Property, plant and equipment 94,276.21 69,016.37
Total assets pledged/hypothecated/mortgaged as security 3,91,080.28 2,88,610.86

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

47. TAX EXPENSE

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at

STATUTORY REPORTS
31 March 2022 31 March 2021
Income tax expense recognised in statement of profit and loss
Current tax
Current tax expense for current year 3,094.44 3,163.82
Current tax expense pertaining to prior years (6.72) 0.75

CONSOLIDATED FINANCIAL STATEMENTS

3,087.72 3,164.57
Deferred tax
Deferred tax charge for current year 1,207.13 319.27
Deferred tax charge pertaining to prior years - 201.48
1,207.13 520.75
4,294.85 3,685.32

(i) The major components of income tax expense and the reconciliation of expense based on the domestic effective tax rate
of at 34.94% and the reported tax expense in profit or loss are as follows:
(All amounts in ` in lakh unless otherwise stated)
Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Profit before tax 15,427.15 12,013.24
Income tax using the Group's domestic tax rate * 34.94% 34.94%
Expected tax expense [A] 5,390.86 4,197.89
Tax effect of adjustment to reconcile expected income tax expense to
reported income tax expense
Non-deductible expenses/non-taxable income 137.87 (30.34)
Carried forward of unrecognised losses utilised - -
Measurement of deffered taxes on expected tax rates (389.58) (267.91)
Change in tax rates - -
Subsidiary companies taxed at different tax rates # (824.26) (459.80)
Tax expense related to prior years - 202.23
Weighted deduction for certain expenditure under Income-tax Act,1961 - -
Current unabsorbed depreciation and losses for which no deferred tax - -
asset is recognised
Others (20.04) 43.25
Total adjustments [B] (1,096.01) (512.57)
Actual tax expense [C=A+B] 4,294.85 3,685.32

* Domestic tax rate applicable to the Group has been computed as follows
Base tax rate 30% 30%
Surcharge (% of tax) 12% 12%
Cess (% of tax) 4% 4%
Applicable rate 34.94% 34.94%
# Group includes companies with different tax rates. For the purpose of effective tax reconciliation, holding company’s
tax rate has been used.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(ii) Tax losses and unabsorbed depreciation:

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
- Unused tax losses:
Unused tax losses for which no deferred tax asset has been recognised 164.57 162.24
Potential tax benefit 41.42 40.83
Unused business loss can be carried forward based on the year of origination as follows:

(All amounts in ` in lakh unless otherwise stated)

Financial year/period of origination Financial year of expiry Amount Amount
2017-18 2025-26 52.32 52.32
2018-19 2026-27 102.42 102.42
2019-20 2027-28 1.35 1.35
2020-21 2028-29 6.15 6.15
2021-22 2029-30 2.33 -
164.57 162.24

- Unused long term capital losses: Amount Amount

Unused tax losses for which no deferred tax asset has been recognised 455.39 455.39
Potential tax benefit 105.41 105.41

Unused long term capital loss can be carried forward based on the year of origination as follows:

(All amounts in ` in lakh unless otherwise stated)

Financial year/period of origination Financial year of expiry Amount Amount
2020-21 2028-29 455.39 455.39
455.39 455.39

- Unused short term capital losses: Amount Amount

Unused tax losses for which no deferred tax asset has been recognised 355.64 355.64
Potential tax benefit 88.03 88.03

Unused short term capital loss can be carried forward based on the year of origination as follows:

(All amounts in ` in lakh unless otherwise stated)

Financial year/period of origination Financial year of expiry Amount Amount
2018-19 2026-27 5.88 5.88
2020-21 2028-29 349.76 349.76
355.64 355.64

- Unabsorbed depreciation
Unabsorbed depreciation for which no deferred tax asset has been recognised 4.91 4.65
Potential tax benefit 1.24 1.17

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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Financial year Amount Amount
2017-18 2.59 2.59

STATUTORY REPORTS
2018-19 1.01 1.01
2019-20 0.64 0.64
2020-21 0.41 0.41
2021-22 0.26 -
4.91 4.65

CONSOLIDATED FINANCIAL STATEMENTS

Unabsorbed depreciation can be carried forward indefinitely.
- MAT credit entitlement
The Group had unused MAT credit amounting to INR 3,679.51 lakh as at 31 March 2022 (previous year: INR 3,652.30 lakh).
MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised
as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit
associated with the asset will be realised.
(iii) The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company
to pay Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions,
as compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards.
The Holding Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred
tax at such concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax
liabilities are expected to be settled in the periods during which the Holding Company expects to be subject to lower tax
rate. Subsidiary companies, except Il JIN Electronics (India) Private Limited, have opted for the concessional tax rate.
(iv) Subsidiaries of the Group have undistributed earnings which, if paid out as dividends, would be subject to tax in the hands
of recipient. An assessable temporary difference exists, but no deferred tax liability has been recognised as the Holding
Company is able to control the timing of distributions from a subsidiary and is not expected to distribute these profits in
the foreseeable future.

48. EARNINGS PER SHARE

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Net profit attributable to equity shareholders 10,919.20 8,159.25
Number of weighted average equity shares (Nominal value of ` 10 each)
-Basic 3,36,93,731 3,26,90,191
-Diluted 3,36,93,731 3,26,90,191
Earnings per share after exceptional items and tax
-Basic 32.41 24.96
-Diluted 32.41 24.96

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

49. LEASES

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

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2022 31 March 2021
Current 627.09 251.79
Non-current 3,046.49 1,186.05
3,673.58 1,437.84
The Group has leases for plant and machinery, office premises, factory lands, warehouses, residential premises and related
facilities. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a
lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another
party, the right-of-use asset can only be used by the Group. For leases over factory premises the Group must keep those
properties in a good state of repair and return the properties in their original condition at the end of the lease.

A. The following are amounts recognised in profit or loss:

(All amounts in ` in lakh unless otherwise stated)
Particulars As at As at
31 March 2022 31 March 2021
Depreciation expense of right-of-use assets 558.98 346.52
Interest expense on lease liabilities 225.65 145.53
Rent expense* 2,635.75 2,062.86
Total 3,420.38 2,554.91
*Rent expense in case of short term leases
B. The lease liabilities are secured by the related underlying assets. The maturity analysis of lease liabilities are disclosed in
note 52.
C. The Group does not have any liability to make variable lease payments for the right to use the underlying asset recognised
in the financials.
D. Total cash outflow for leases for the year ended 31 March 2022 was ` 2,177.07 lakh. (Previous year: ` 1,795.38 lakhs)
E. The Group has several lease contracts that include extension and termination options. These options are negotiated by
management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs.
Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised.

F. Operating leases as lessor

The Group had leased out a portion of its Noida premises to D&Y Technologies Private Limited and was earning rental
income from such lease. The party had vacated the premises in the previous year. Hence this property had not been
classified as investment property and rental income was recognised on straightline basis over the remaining lease term.

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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

50 EMPLOYEE BENEFIT OBLIGATIONS

Particulars 31 March 2022 31 March 2021

Current Non-current Current Non-current

STATUTORY REPORTS
Gratuity 138.58 1,134.24 107.84 843.75
Compensated absences 108.60 373.44 73.08 343.45
Total 247.18 1,507.68 180.92 1,187.20

A Disclosure of gratuity

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

CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in ` in lakh unless otherwise stated)
Description 31 March 2022 31 March 2021
Current service cost 209.87 189.05
Interest cost 70.03 62.85
Net impact on profit (before tax) 279.91 251.90
Actuarial gain recognised during the year (37.38) (77.58)
Amount recognised in total comprehensive income 242.53 174.32

(ii) Change in the present value of obligation:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Present value of defined benefit obligation as at the beginning of the 1,214.68 1,096.92
year
Current service cost 209.87 189.05
Acquired through business combination (refer note 54) 139.67 -
Interest cost 89.10 76.45
Benefits paid (43.21) (68.16)
Actuarial gain (39.14) (79.58)
Present value of defined benefit obligation as at the end of the year 1,570.97 1,214.68

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

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Fair value of plan assets at the beginning of the year 263.09 197.15
Expected return on plan assets 19.07 13.60
Contributions 37.90 86.88
Benefits paid (20.14) (30.07)
Adjustments* - (2.47)
Actuarial (loss) (1.76) (2.00)
Fair value of plan assets at the end of the year 298.15 263.09

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

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Present value of funded obligation as at the end of the year 1,570.97 1,214.68
Fair value of plan assets as at the end of the year funded status 298.15 263.09
Unfunded/funded net liability recognized in balance sheet 1,272.82 951.59

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

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

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Actuarial (gain)/loss from change in demographic assumption - -
Actuarial (gain)/loss from change in financial assumption (45.66) (22.91)
Actuarial (gain)/loss from experience adjustment 8.28 (54.67)
Total actuarial (gain)/loss (37.38) (77.58)

(vi) Actuarial assumptions

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Discount rate 7.00% - 7.26% 6.79% - 7.00%
Expected rate od return on plan assets 5.00% - 8.00% 6.79% - 7.00%
Rate of increase in compensation levels 5.00% - 8.00% 5.00% - 8.00%
Mortality rate IALM 2012-14 IALM 2012-14
Retirement age 58 - 60 years 58 - 60 years

Notes:
1) The gratuity plan of the Group is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act,
employees are entitiled to specific benefit at the time of retirement or termination of the employment on
completion of five years or death while in employment. The level of benefit provided depends on member’s
length of service and salary at the time of retirement/termination age.
2) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet
date for the estimated terms of obligations.
3) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
4) Plan assets comprise funds managed by the insurer i.e. Life Insurance Corporation of India (‘LIC’).
5) The Holding Company makes annual contributions to the LIC of an amount advised by them.
6) The best estimated expense for the next year is ` 327.48 lakh.
7) The weighted average duration of defined benefit obligation is 8.86-23 years (previous year: 15-25 years).

(vii) Sensitivity analysis for gratuity liability

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Impact of change in discount rate
Present value of obligation at the end of the year 1,570.97 1,214.68
- Impact due to increase of 0.50 - 1.00 % (31.31) (107.57)
- Impact due to decrease of 0.50 - 1.00 % 267.97 112.18
Impact of change in salary increase
Present value of obligation at the end of the year 1,570.97 1,214.68
- Impact due to increase of 0.50 - 1.00 % 267.61 111.88
- Impact due to decrease of 0.50 - 1.00 % (33.43) (109.11)
The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In
practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied which was applied while calculating the defined benefit obligation liability recognised in the balance sheet.

282
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ANNUAL REPORT 2021-22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

 The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
previous year.
(viii) Maturity profile of defined benefit obligation

STATUTORY REPORTS
(All amounts in ` in lakh unless otherwise stated)
Description 31 March 2022 31 March 2021
Within next 12 months 138.58 107.48
Between 1-5 years 180.68 132.25
Beyond 5 years 1,251.71 974.95
B Disclosure of compensated absences

CONSOLIDATED FINANCIAL STATEMENTS

Actuarial assumptions

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2022 31 March 2021
Discount rate 7.00% - 7.26% 6.79% - 7.00%
Rate of increase in compensation levels 5.00% - 8.00% 5.00% - 8.00%
Retirement age 58 - 60 years 58 - 60 years

51 FAIR VALUE DISCLOSURES

i) Fair values hierarchy

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

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

(All amounts in ` in lakh unless otherwise stated)

Particulars Level 31 March 2022 Level 31 March 2021
Financial assets
Derivative asset [refer (a) below] Level 2 62.81
Investment in perpetual bonds [refer (b) below] Level 1 22,315.27 Level 1 10,807.13
Investment in unquoted equity shares [refer (c) below] Level 3 225.65
Financial liabilities
Put liability for acquisition of non-controlling interest Level 3 3,099.40
[refer (d) below]

A. Valuation process and technique used to determine fair value

(a) The Group had entered into forward contracts to manage its exposure to fluctuations in foreign exchange rates.
These financial exposures had been managed in accordance with the Groups’s risk management policies and
procedures. ‘Derivative assets are valued using forward exchange rates at the balance sheet date.
(b) The fair value of investments in quoted bonds is based on the current bid price of respective investment as at the
balance sheet date.
(c) The fair value of investments in unquoted equity shares is based on the discounted future cash flows of respective
investment.
(d) In order to arrive at the fair value of put liability for acquisition of non-controlling interest, the Company obtained fair
value of options and non-controlling interest using appropriate method with the assistance of valuation expert.

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

B. Significant unobservable inputs used in Level 3 fair values and sensitivity of the closing values as at 31 March 2022
to such inputs is as below :

(All amounts in ` in lakh unless otherwise stated)

Description Put liability for
acquisition of non-
controlling interest
Impact on fair value if change in volatility
- Impact due to increase of 5.00 % 17.91
- Impact due to decrease of 5.00 % (15.36)
Impact on fair value if change in weighted average cost of capital
- Impact due to increase of 1.00 % 19.70
- Impact due to decrease of 1.00 % (21.03)
Impact on fair value if change in forecasted EBITDA
- Impact due to increase of 10.00 % 37.25
- Impact due to decrease of 10.00 % (33.55)

C. Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended 31 March 2021:
(All amounts in ` in lakh unless otherwise stated)
Description Deferred
consideration
As at 01 April 2020 5,846.36
Payment made on account of investment in Sidwal (4,873.74)
Upon settlement, gain recognised in statement of profit and loss on account of fair value changes (554.82)
Financial liabilities subsequently measured and recognised at amortised cost (417.80)
As at 31 March 2021 -

(iii) Fair value of instruments measured at amortised cost

Fair value of instruments measured at amortised cost for which fair value is disclosed is as follows:
(All amounts in ` in lakh unless otherwise stated)
Particulars Level 31 March 2022 31 March 2021
Carrying Fair value Carrying Fair value
value value
Financial assets
Other financial assets Level 3 10,837.89 10,911.15 11,589.19 11,618.05
Total financial assets 10,837.89 10,911.15 11,589.19 11,618.05
Financial liabilities
Borrowings Level 3 40,423.81 46,191.14 20,173.60 20,182.86
Lease liabilities Level 3 3,673.58 3,882.35 1,437.84 1,676.48
Other financial liabilities Level 3 303.78 303.78 - -
Total financial liabilities 44,401.17 50,377.27 21,611.44 21,859.34

The management assessed that cash and cash equivalents, other bank balances, trade receivables, current loans, other
current financial assets, trade payables, short term borrowings and other current financial liabilities approximate their carrying
amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is
included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other
than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
(i) Long-term fixed-rate receivables are evaluated by the Group based on parameters such as interest rates, individual
creditworthiness of the customer and other market risk factors.
(ii) The fair values of the Group’s borrowings, fixed interest-bearing receivables and lease liabilities are determined
by applying discounted cash flows (‘DCF’) method, (‘DCF’) method, using discount rate that reflects the issuer’s
borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2022 was
assessed to be insignificant.

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CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(iii) All the other long term facilities availed by the Group are variable rate facilities which are subject to changes in
underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes
in Group’s creditworthiness. The management believes that the current rate of interest on these loans are in close
approximation from market rates applicable to the Group. Therefore, the management estimates that the fair value

STATUTORY REPORTS
of these borrowings are approximate to their respective carrying values.

52 FINANCIAL RISK MANAGEMENT

i) Financial instruments by category

Particulars 31 March 2022 31 March 2021

FVTPL FVOCI Amortised FVTPL FVOCI Amortised

CONSOLIDATED FINANCIAL STATEMENTS

cost cost
Financial assets
Investments 225.65 22,315.27 - - 10,807.13 -
Loans - - 180.94 - - 529.17
Other financial assets - - 13,292.90 62.81 - 14,007.20
Trade receivables - - 1,31,491.25 - - 1,06,899.17
Cash and cash equivalents - - 29,858.30 - - 17,996.29
Other bank balances - - 26,400.81 - - 10,996.87
Total 225.65 22,315.27 2,01,224.20 62.81 10,807.13 1,50,428.70
Financial liabilities
Borrowings - - 1,03,407.91 - - 38,614.95
Trade payables - - 1,70,209.44 - - 1,31,694.96
Lease liabilities - - 3,673.58 - - 1,437.84
Other financial liabilities 3,099.40 - 11,757.64 - - 5,309.94
Total 3,099.40 - 2,89,048.57 - - 1,77,057.69
ii) Risk management
The Group’s activities expose it to market risk, liquidity risk and credit risk. The Group’s board of directors has overall
responsibility for the establishment and oversight of the Group’s risk management framework. This note explains the
sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial
statements.
Risk Exposure arising from Measurement Management
Credit risk Cash and cash equivalents, trade Ageing analysis Bank deposits, diversification
receivables, financial assets of asset base, credit limits and
measured at amortised cost collateral.
Liquidity risk Borrowings and other liabilities Rolling cash flow Availability of committed credit
forecasts lines and borrowing facilities
Market risk - foreign Recognised financial assets and Cash flow forecasting Forward contract/hedging, if
exchange liabilities not denominated in required
Indian rupee (`)
Market risk - interest Long-term and short-term Sensitivity analysis Negotiation of terms that reflect
rate borrowings at variable rates the market factors
Market risk - price risk Investment in perpetual bonds Sensitivity analysis Diversification of portfolio, with
and unquoted equity instruments focus on strategic investments
The Group’s risk management is carried out by a central treasury department under policies approved by the board of
directors. The board of directors provides principles for overall risk management, as well as policies covering specific
areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
A) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk
for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc.
The Group’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.
- cash and cash equivalents,
- trade receivables,
- loans and receivables carried at amortised cost

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- deposits with banks, and

- investment in perpetual bonds.

a) Credit risk management

The Group assesses and manages credit risk based on internal credit rating system, continuously monitoring
defaults of customers and other counterparties, identified either individually or by the Group, and incorporates
this information into its credit risk controls. Internal credit rating is performed for each class of financial
instruments with different characteristics. The Group assigns the following credit ratings to each class of
financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
A: Low
B: Medium
C: High
Assets under credit risk –
(All amounts in ` in lakh unless otherwise stated)
Credit rating Particulars 31 March 2022 31 March 2021
A: Low Loans 180.94 2,191.70
Investments 22,540.92 10,807.14
Other financial assets 13,280.32 14,057.43
Cash and cash equivalents 29,858.30 17,996.29
Other bank balances 26,400.81 10,996.87
Trade receivables 1,31,491.25 1,06,899.16
B: Medium Trade receivables 63.53 37.27
C: High Trade receivables 570.39 583.84
Other financial assets 12.58 12.58
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated
banks and diversifying bank deposits and accounts in different banks.
Trade receivables
The Group closely monitors the credit-worthiness of the debtors through internal systems that are configured
to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Group
assesses increase in credit risk on an ongoing basis for amounts receivable that become past due.
Other financial assets measured at amortised cost
Other financial assets measured at amortized cost includes loans and advances to employees, security deposits
and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of
such amounts continuously, while at the same time internal control system in place ensure the amounts are
within defined limits.
Investment in perpetual bonds
For Investments in perpetual bonds, counterparty risk are in place to limit the amount of credit exposure to any
one counterparty. This results in diversification of credit risk for Company’s investments in perpetual bonds.

b) Expected credit losses

Trade receivables
(i) The Group recognises lifetime expected credit losses on trade receivables using a simplified approach,
wherein Group has defined percentage of provision by analysing historical trend of default and such
provision percentage determined have been considered to recognise life time expected credit losses on
trade receivables (other than those where default criteria are met in which case the full expected loss
against the amount recoverable is provided for).

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:
(All amounts in ` in lakh unless otherwise stated)
Reconciliation of loss allowance Trade receivables

STATUTORY REPORTS
Loss allowance on 01 April 2020 645.86
Less: Utilisation/reversal of allowances (28.74)
Add: Creation of allowance 3.99
Loss allowance on 31 March 2021 621.11
Less: Utilisation/reversal of allowances (30.24)
Add: Creation of allowance 43.05
Loss allowance on 31 March 2022 633.92

CONSOLIDATED FINANCIAL STATEMENTS

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

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

a) Financing arrangements
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
(All amounts in ` in lakh unless otherwise stated)
31 March 2022 31 March 2021
- Expiring within one year (cash credit and other facilities) 1,18,832.44 44,663.44
- Expiring beyond one year (bank loans) - 2,848.00
1,18,832.44 47,511.44
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.

b) Maturities of financial liabilities

The tables below analyse the Group’s financial liabilities into relevant maturity based on their contractual
maturities for all non-derivative financial liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12
months equal their carrying balances as the impact of discounting is not significant.
31 March 2022 Less than 1 1-3 year 3-5 year More than Total
year 5 years
Non-derivative
Borrowings including interest 72,411.89 20,663.68 13,361.50 11,013.24 1,17,450.31
Trade payable 1,70,209.44 - - - 1,70,209.44
Lease liabilities including interest 655.82 1,362.41 1,273.98 7,883.82 11,176.03
Other financial liabilities 11,453.86 303.78 - - 11,757.64
Derivative
Derivative liability - 3,099.40 - - 3,099.40
Total 2,54,731.02 25,429.27 14,635.48 18,897.05 3,13,692.82

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

31 March 2021 Less than 1 1-3 year 3-5 year More than Total
year 5 years
Non-derivative
Borrowings including interest 23,275.77 11,034.73 8,087.47 3,559.56 45,957.53
Trade payable 1,31,694.96 - - - 1,31,694.96
Lease liabilities including interest 266.59 526.11 560.51 6,955.32 8,308.53
Other financial liabilities 5,309.93 - - - 5,309.93
Total 1,60,547.25 11,560.84 8,647.98 10,514.88 1,91,270.95

C) Market risk

a) Foreign currency risk

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

(All amounts in ` in lakh unless otherwise stated)

Nature Description of hedge 31 March 2022 31 March 2021
of hedge Amount Amount Amount Amount
instrument in foreign in Indian in foreign in Indian
currency Rupees currency Rupees
(USD) (` in lakh) (USD) (` in lakh)
Contract : Forward contract
Forward To take protection against - - 64,32,197 4,706.19
contract appreciation in Indian Rupees
against USD receivable in
respect of direct imports
Forward To take protection against - - 66,53,025 4,867.76
contract appreciation in Indian Rupees
against USD payable in
respect of imports against
letter of credit

(ii) Unhedged foreign currency risk exposure:

The Group’s exposure to foreign currency risk at the end of the reporting period expressed in `, are as
follows:
(All amounts in ` in lakh unless otherwise stated)
Particulars 31 March 2022 31 March 2021
CHF CNY EURO USD CHF CNY EURO USD
Financial assets - - - 1,140.14 - - - 1,023.08
Financial liabilities 17.11 96.75 106.25 70,562.73 - - - 35,378.93
Net exposure to (17.11) (96.75) (106.25) (69,422.59) - - - (34,355.85)
foreign currency
risk (liabilities)

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
CHF sensitivity
(0.79) -

STATUTORY REPORTS
`/CHF- increase by 4.64% (previous year: 0%)*
`/CHF- decrease by 4.64% (previous year: 0%)* 0.79 -
CNY sensitivity
`/CNY- increase by 4.64% (previous year: 0%)* (4.49) -
`/CNY- decrease by 4.64% (previous year: 0%)* 4.49 -
EURO sensitivity
`/EURO- increase by 5.62% (previous year: 0%)* (5.97) -

CONSOLIDATED FINANCIAL STATEMENTS

`/EURO- decrease by 5.62% (previous year: 0%)* 5.97 -
USD sensitivity
`/USD- increase by 4.64% (previous year: 4.38%)* (3,221.21) (1,504.79)
`/USD- decrease by 4.64% (previous year: 4.38%)* 3,221.21 1,504.79
* Holding all other variables constant

b) Interest rate risk

i) Liabilities
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31
March 2022, the Group is exposed to changes in market interest rates through bank borrowings at variable
interest rates. The Group’s investments in fixed deposits all pay fixed interest rates.
Interest rate risk exposure
Below is the overall exposure of the Group to interest rate risk:
(All amounts in ` in lakh unless otherwise stated)
Particulars 31 March 2022 31 March 2021
Variable rate borrowing 99,623.65 35,991.36
Fixed rate borrowing 1,649.23 1,993.07
Total borrowings* 1,01,272.88 38,434.42
* Excluding unsecured interest free borrowings from director
Sensitivity
Below is the sensitivity of profit or loss and equity changes in interest rates.
(All amounts in ` in lakh unless otherwise stated)
Particulars 31 March 2022 31 March 2021
Interest sensitivity*
Interest rates – increase by 100 bps (previous year 100 bps) 996.24 359.91
Interest rates – increase by 100 bps (previous year 100 bps) (996.24) (359.91)
* Holding all other variables constant

ii) Assets
The Group’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest rates.
‘The Group’s investments in perpetual bonds are carried at fair value through other comprehensive income
and are fixed rate investments. They are therefore not subject to interest rate risk as defined in Ind AS 107.

c) Price Risk
Exposure
The Group’s exposure to price risk arises from investments held and classified in the balance sheet either as
fair value through other comprehensive income. To manage the price risk arising from investments, the Group
diversifies its portfolio of assets.

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Sensitivity
The table below summarises the impact of increases/decreases of the index on the Group’s equity and other
comprehensive income for the period :
Impact on other comprehensive income before tax

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Investment in perpetual bonds
Value - increase by 5% 1,115.76 540.36
Value - decrease by 5% (1,115.76) (540.36)
Impact on profit before tax

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Investment in unquoted equity instruments
Value - increase by 5% 11.28 -
Value - decrease by 5% (11.28) -
D) Other risk- Impact of COVID-19
In March 2020, World Health Organization (WHO) had declared the outbreak of Novel Coronavirus “Covid-19” as
a pandemic. Complying with the directives of Government, the plant, operating locations and offices of the Group
had been under lock-down for few months, resulting thereto, the operations for the year have been impacted.
Post lockdown, the Group has gradually resumed its manufacturing operations to normal with limited workforce
and disrupted supply chain. However, the recent second wave of Covid-19 has resulted in re-imposition of partial
lockdowns/restrictions in various states, which might continue to impact the Group’s performance.
The Group has taken into account all the possible impacts of COVID-19 including the possible impacts of second
wave in preparation of these consolidated financial statements, including but not limited to its assessment of
liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on
revenue and cost, investments, goodwill and intangible assets with indefinite useful lives. The Group has carried out
this assessment based on available internal and external sources of information upto the date of approval of these
consolidated financial statements and believes that the impact of COVID-19 is not material to these consolidated
financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the
consolidated financial statements may differ from that estimated as at the date of approval of these consolidated
financial statements owing to the nature and duration of COVID-19.

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

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2022 31 March 2021
Total borrowings 1,03,182.69 38,434.42
Total equity 1,77,286.75 1,64,062.61
Debt to equity ratio 0.58 0.23

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

54 BUSINESS COMBINATIONS

(i) Acquisition of AmberPR Technoplast India Private Limited (formerly known as Pasio India Private Limited)
a. Summary of acquisition

STATUTORY REPORTS
The Holding Company has acquired 23,814 equity shares of AmberPR Technoplast India Private Limited (formerly known
as Pasio India Private Limited) (“AmberPR”) on 01 December 2021, which represents 73% of the total share capital, by
investing INR 1035.00 lakh as initial sale shares consideration and INR 1,965.00 lakh as subscription amount, out of which
INR 2450 lakh was paid at the date of acquisition and INR 550.00 lakh has been recognized as deferred consideration.
As per terms of Share Subscription and Purchase Agreement, the Holding Company is required to pay an amount of
INR 550.00 lakh as DD consideration upon completion of due diligence and a maximum amount of INR 243.09 lakh

CONSOLIDATED FINANCIAL STATEMENTS

as top-up consideration based on audited operating EBITDA of AmberPR for the FY 2021-22. The maximum outgo for
“DD consideration and top-up consideration” will not exceed INR 550.00 lakh in entirety. This has been recognized as
deferred consideration. The Group has also written a put option and simultaneously bought a call option for acquisition
of remaining 27% stake in AmberPR and accordingly, recognised INR 1,756.89 lakh as put liability for acquisition of
remaining shares.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
(All amounts in ` in lakh unless otherwise stated)
Particulars Amount
Cash paid 2,450.00
Deferred consideration 550.00
Put liability for minority interest 1,756.89
Purchase consideration (A) 4,756.89

The assets and liabilities recognised as a result of the acquisition are as follows:
(All amounts in ` in lakh unless otherwise stated)
Particulars Amount
Property, plant and equipment 3,371.19
Intangible assets 2,253.00
Capital Work in Progress 85.45
Other financial assets (non-current) 98.47
Non-current tax assets (net) 1.73
Deferred tax assets (net) 87.40
Other non-current assets 283.60
Inventories 1,118.54
Trade receivables 1,716.20
Cash and cash equivalents 10.42
Other current assets 791.03
Long - term borrowings (1,162.44)
Deferred tax liabilities (net) (506.92)
Long term provisions (25.23)
Short term borrowings (2,028.14)
Trade payables (1,789.06)
Other financial liabilities (current) (122.59)
Other current liabilities (646.25)
Net assets identifiable acquired (B) 3,536.40
Non-controlling interest in the acquired entity (C) -
Goodwill (A-B) 1,220.49
(i) The Holding Company has recorded the business combination using anticipated acquisition method and has
recorded put liability for acquiring remaining business. Accordingly, no minority interest was recognised.
(ii) Goodwill here represents residual asset value attributable to unidentified intangible assets acquired by acquirer. It
will not be deductible for tax purposes.

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b. Consideration transferred
The acquisition of INR 2,450.00 lakh was settled in cash. There were no legal costs incurred upon acquisition by the
Company.
c. Measurement of fair value of identifiable net assets
The valuation model for fair valuation of property, plant and equipment considers quoted market prices for similar
items when available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects
adjustments for physical deterioration as well as functional and economic obsolescence.
Intangible assets are fair valued based on the relief-from-royalty method and multi-period excess earnings
methods. The relief-from-royalty method considers the discounted estimated royalty payments that are expected to
be avoided as a result of the technical knowhow being owned. The multi-period excess earnings method considers
the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash
flows related to contributory assets.
Raw materials are fair valued using the replacement cost method of the cost approach. Finished goods and work-in-
progress are valued using the comparative sales method of the market approach which uses the actual or expected
selling prices of finished goods as the base amount.
The fair value of the trade and other receivables acquired as part of the business combination amounted to INR
1,814.67 lakh, with a gross contractual amount of INR 1,814.67 lakh. As of the acquisition date, the Group’s best
estimate of the contractual cash flow not expected to be collected amounted to Nil.
(ii) Acquisition of Pravartaka Tooling Services Private Limited
a. Summary of acquisition
The Holding Company has acquired 15,000 equity shares of Pravartaka Tooling Services Private Limited (“Pravartaka”)
on 01 February 2022, which represents 60% of the total share capital, by investing INR 2,200.05 lakh as subscription
amount, which was paid at the date of acquisition. The Group has also written a put option and simultaneously
bought a call option for acquisition of remaining 40% stake in Pravartaka and accordingly, recognised INR 1,342.51
lakh as put liability for acquisition of remaining shares.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
(All amounts in ` in lakh unless otherwise stated)
Particulars Amount
Cash paid 2,200.05
Put liability for minority interest 1,342.51
Purchase consideration (A) 3,542.56

The assets and liabilities recognised as a result of the acquisition are as follows:
(All amounts in ` in lakh unless otherwise stated)
Particulars Amount
Property, plant and equipment 1,329.49
Intangible assets 2,116.00
Other financial assets (non-current) 78.60
Non-current tax assets (net) 1.31
Deferred Tax Assets (net) 334.33
Inventories 968.88
Trade receivables 1,261.74
Cash and cash equivalents 2,190.75
Other bank balances 10.00
Other current assets 206.79
Long term borrowings (477.38)
Deferred tax liabilities (net) (395.83)
Long term provisions (130.36)
Short Term Borrowings (760.05)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Short term provisions (5.33)

STATUTORY REPORTS
Trade payables (1,423.23)
Other financial liabilities (current) (2,288.13)
Other current liabilities (594.80)
Net assets identifiable acquired (B) 2,422.78
Non-controlling interest in the acquired entity (C) -
Goodwill (A-B) 1,119.78

CONSOLIDATED FINANCIAL STATEMENTS

(i) The Holding Company has recorded the business combination using anticipated acquisition method and has
recorded put liability for acquiring remaining business. Accordingly, no minority interest was recognised.
(ii) Goodwill here represents residual asset value attributable to unidentified intangible assets acquired by acquirer.
It will not be deductible for tax purposes.

b. Consideration transferred
The acquisition of INR 2,200.05 lakh was settled in cash. There were no legal costs incurred upon acquisition by the
Company.

c. Measurement of fair value of identifiable net assets

The valuation model for fair valuation of property, plant and equipment considers quoted market prices for similar items
when available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments
for physical deterioration as well as functional and economic obsolescence.
Intangible assets are fair valued based on the relief-from-royalty method and multi-period excess earnings methods.
The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided
as a result of the technical knowhow being owned. The multi-period excess earnings method considers the present
value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to
contributory assets.
Raw materials are fair valued using the replacement cost method of the cost approach. Finished goods and work-in-
progress are valued using the comparative sales method of the market approach which uses the actual or expected
selling prices of finished goods as the base amount.
The fair value of the trade and other receivables acquired as part of the business combination amounted to INR 1,340.34
lakh, with a gross contractual amount of INR 1,340.34 lakh. As of the acquisition date, the Group’s best estimate of the
contractual cash flow not expected to be collected amounted to Nil.

(iii) Revenue and profit contribution

The acquired business of AmberPR contributed revenue of INR 5,175.64 lakh and profit of INR 381.23 lakh to the group
for the period from 1 December 2021 to 31 March 2022. The acquired business of Pravartaka contributed revenue of INR
2,559.27 lakh and profit of INR 183.72 lakh to the group for the period from 1 February 2022 to 31 March 2022.
If the acquisitions had occurred on 01 April 2021, consolidated pro-forma revenue and profit for the year ended 31 March
2022 would have been INR 425,305.97 lakh and INR 10,331.06 lakh respectively.

55 REVENUE FROM CONTRACTS WITH CUSTOMERS

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

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(a) Disaggregation of revenue

The Group has performed a disaggregated analysis of revenues considering the nature, amount, timing and uncertainty
of revenues. This includes disclosure of revenues by geography and timing of recognition.
(All amounts in ` in lakh unless otherwise stated)
Revenue from operations 31 March 2022
Sale of Sale of Other operating Total
products services* revenue**
Revenue by geography
Domestic 4,00,866.68 11,418.40 4,843.23 4,17,128.31
Export 3,253.04 - - 3,253.04
Total 4,04,119.72 11,418.40 4,843.23 4,20,381.35
Revenue by time
Revenue recognised at point in time 4,20,381.35
Revenue recognised over time -
Total 4,20,381.35

(All amounts in ` in lakh unless otherwise stated)

Revenue from operations 31 March 2021
Sale of Sale of Other operating Total
products services* revenue**
Revenue by geography
Domestic 2,92,929.61 4,573.27 3,199.08 3,00,701.96
Export 2,028.31 - - 2,028.31
Total 2,94,957.92 4,573.27 3,199.08 3,02,730.27
Revenue by time
Revenue recognised at point in time 3,02,730.27
Revenue recognised over time -
Total 3,02,730.27
* Including job work charges
** Excluding budgetory support under Goods and Services Tax Regime, electricity duty subsidy, export incentive and others.
(b) Revenue recognised in relation to contract liabilities
Ind AS 115 also requires disclosure of ‘revenue recognised in the reporting period that was included in the contract liability
balance at the beginning of the period’ and ‘revenue recognised in the reporting period from performance obligations
satisfied (or partially satisfied) in previous periods. Same has been disclosed as below:
(All amounts in ` in lakh unless otherwise stated)
Description Year ended Year ended
31 March 2022 31 March 2021
Revenue recognised in the reporting period that was included in the 489.98 818.40
contract liability balance at the beginning of the period
Revenue recognised in the reporting period from performance obligations - -
satisfied (or partially satisfied) in previous periods
Total 489.98 818.40
(c) Assets and liabilities related to contracts with customers ^
(All amounts in ` in lakh unless otherwise stated)
Description 31 March 2022 31 March 2021
Non-current Current Non-current Current
Contract liabilities related to sale of goods
Advance from customers - 975.30 - 625.39
Deferred revenue - 377.85 - 286.57
Contract assets
Unbilled revenue* - 954.56 - 649.68
* During the year ended 31 March 2022, INR 649.68 lakhs (previous year: INR 1,534.11 lakhs) of unbilled revenue has been
reclassified to trade receivables upon billing to customers on completion of contractual terms. Subsequently, the receipts
from customers has been adjusted against the receivables.
^ Remaining performance obligations as at the reporting date are expected to be recognised over the next year by the Group.

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(d) Reconciliation of revenue recognised in Statement of Profit and Loss with Contract price
(All amounts in ` in lakh unless otherwise stated)
Description Year ended Year ended
31 March 2022 31 March 2021

STATUTORY REPORTS
Contract price 4,20,734.00 3,03,094.27
Less: Discount, rebates, credits etc. (352.65) (364.00)
Revenue from operations as per Statement of Profit and Loss 4,20,381.35 3,02,730.27

56 GROUP INFORMATION
(a) Information about subsidiaries

CONSOLIDATED FINANCIAL STATEMENTS

The Parent’s subsidiaries at 31 March 2022 are set out below. Unless otherwise stated, they have share capital consisting
solely of equity shares that are held directly by the Parent, and the proportion of ownership interests held equals the
voting rights held by the Parent. The country of incorporation or registration is also their principal place of business.
(All amounts in ` in lakh unless otherwise stated)
Name of the entity Principal activities Country of Ownership interest Ownership interest
incorporation held by the Group held by Non-
controlling interest
31 March 31 March 31 March 31 March
2022 2021 2022 2021
% % % %
PICL (India) Private Manufacture of components of India 100 100 - -
Limited consumer durable products
Appserve Appliance Service of consumer durable India 100 100 - -
Private Limited products and its components
IL JIN Electronics Manufacture of components of India 70 70 30 30
(India) Private Limited consumer durable products
Ever Electronics Manufacture of components of India 70 70 30 30
Private Limited consumer durable products
Sidwal Refrigeration Providing air-conditioning India 100 100 - -
Industries Private equipment for any type of
Limited application
AmberPR Manufacture of components of India 73 - - -
Technoplast India consumer durable products
Private Limited*
Pravartaka Tooling Manufacture of components of India 60 - - -
Services Private consumer durable products
Limited**
Amber Enterprises Sales and marketing of Group's USA 100 - - -
USA INC products in global market
* Refer Note 54(i)
** Refer Note 54(ii)

(b) Non-controlling interest

Summarised financial information for Ever Electronics Private Limited, before intragroup eliminations, is set out below:

(All amounts in ` in lakh unless otherwise stated)

Summarised balance sheet 31 March 2022 31 March 2021
Non-current assets 4,034.00 4,183.55
Current assets 6,505.09 1,840.63
Total assets 10,539.09 6,024.18
Non-current liabilities 795.92 1,003.44
Current liabilities 6,405.95 2,545.24
Total liabilities 7,201.87 3,548.68
Net assets 3,337.22 2,475.50
Accumulated Non-controlling interest 1,097.41 863.07

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Summarised statement of profit and loss 31 March 2022 31 March 2021
Revenue 22,380.21 15,440.55
Profit for the year 858.22 89.74
Other comprehensive income/(loss) 3.50 (0.90)
Total comprehensive income 861.72 88.84
Profit allocated to Non-controlling interest 234.34 26.01
Dividend paid to Non-controlling interest - -

(All amounts in ` in lakh unless otherwise stated)

Summarised cash flows 31 March 2022 31 March 2021
Net cash generated from operating activities 420.93 155.37
Net cash used in investing activities (191.56) (345.32)
Net used in financing activities (284.58) (1,124.92)
Net (decrease)/increase in cash and cash equivalents (55.21) (1,314.87)

Summarised financial information for IL JIN Electronics (India) Private Limited, before intragroup eliminations, is set out
below:

(All amounts in ` in lakh unless otherwise stated)

Summarised balance sheet 31 March 2022 31 March 2021
Non-current assets 7,637.22 5,981.14
Current assets 12,955.21 8,904.78
Total assets 20,592.43 14,885.92
Non-current liabilities 1,165.38 1,460.02
Current liabilities 14,820.22 8,942.83
Total liabilities 15,985.60 10,402.85
Net assets 4,606.83 4,483.07
Accumulated Non-controlling interest 2,768.37 2,785.45

(All amounts in ` in lakh unless otherwise stated)

Summarised statement of profit and loss 31 March 2022 31 March 2021
Revenue 42,730.48 30,820.47
Profit for the year 113.46 657.89
Other comprehensive income 10.30 4.94
Total comprehensive income 123.76 662.83
(Loss)/Profit allocated to Non-controlling interest (17.08) 143.88
Dividend paid to Non-controlling interest - -

(All amounts in ` in lakh unless otherwise stated)

Summarised cash flows 31 March 2022 31 March 2021
Net cash generated from operating activities 1,100.83 859.29
Net cash used in investing activities (1,407.07) (537.71)
Net cash generated/(used in) from financing activities 165.24 (303.41)
Net (decrease)/increase in cash and cash equivalents (141.00) 18.17

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CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

57 ADDITIONAL INFORMATION AS REQUIRED BY PARAGRAPH 2 OF THE GENERAL INSTRUCTIONS FOR PREPARATION

OF CONSOLIDATED FINANCIAL STATEMENTS TO SCHEDULE III TO THE COMPANIES ACT, 2013.

(All amounts in ` in lakh unless otherwise stated)

STATUTORY REPORTS
Name of the entity Net assets i.e. total assets Share in profit or loss Share in other Share in total
minus total liabilities comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated (`) consolidated (`) consolidated (`) consolidated (`)
net assets* profit or loss* other net assets*
comprehensive
income*

CONSOLIDATED FINANCIAL STATEMENTS

Parent
Amber Enterprises India 89.94% 1,59,444.50 43.21% 4,810.02 89.58% 469.69 45.29% 5,279.71
Limited
Subsidiaries
PICL (India) Private 1.57% 2,776.10 7.97% 886.95 0.90% 4.72 7.65% 891.67
Limited
Appserve Appliance 0.01% 21.46 -0.03% (3.18) 0.00% - -0.03% (3.18)
Private Limited
IL JIN Electronics (India) 2.60% 4,606.83 1.02% 113.46 1.96% 10.30 1.06% 123.76
Private Limited
Ever Electronics Private 1.88% 3,337.22 7.71% 858.22 0.67% 3.50 7.39% 861.72
Limited
Sidwal Refrigeration 11.54% 20,452.08 44.20% 4,920.82 6.88% 36.09 42.52% 4,956.91
Industries Private Limited
Pravartaka Tooling 1.60% 2,832.51 1.65% 183.72 -0.26% (1.35) 1.56% 182.37
Services Private Limited
AmberPR Technoplast 1.36% 2,409.93 3.42% 381.23 -0.10% (0.50) 3.27% 380.73
India Private Limited
Amber Enterprises USA 0.03% 48.45 -0.24% (26.60) 0.37% 1.92 -0.21% (24.68)
INC
Non-controlling interest 2.18% 3,865.78 1.91% 213.11 0.79% 4.13 1.86% 217.25
in subsidiaries
Intercompany -12.70% (22,508.11) -10.83% 1,205.47 - (4.15) -10.38% (1,209.62)
eliminations and
consolidation
adjustments
Total 100.00% 1,77,286.75 100.00% 11,132.30 100.79% 524.35 100.00% 11,656.65
*The above amounts / percentage of net assets and net profit or (loss) in respect of Amber Enterprises India Limited and its
subsidiaries are determined based on the amounts of the respective entities included in consolidated financial statements
before inter-company eliminations / consolidation adjustments.

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AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

58 The Group was required to spend ` 324.38 lakh (previous year ` 318.70 lakh) on Corporate social responsibility (CSR)
activities during the year ended 31 March 2022 in accordance with Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.
The details of amount actually spent by the Group during the year are:
For the year ended 31 March 2022:

(All amounts in ` in lakh unless otherwise stated)

S. Particulars Amount paid Amount yet to Total
No. in cash* be paid in cash
(i) Preventing and promoting health care, sanitation and making 25.10 - 25.10
available safe drinking water
(ii) Promoting education including special education and employment 109.55 - 109.55
enhancing vocation skills especially among children, women, elderly
and the differently abled and livelihood enhancement projects
(iii) Promoting gender equality, empowering women, setting up homes 7.50 - 7.50
and hostels for women and orphans; setting up old age homes, day
care centres and such other facilities for senior citizens and measures
for reducing inequalities faced by socially and economically backward
groups.
(iv) Contribution to the Prime Minister’s National Relief Fund  [or Prime 4.87 - 4.87
Minister’s Citizen Assistance and Relief in Emergency Situations
Fund  (PM CARES Fund)]  or any other fund set up by the central
govt. for socio economic development and relief and welfare of the
schedule caste, tribes, other backward classes, minorities and women
(v) Ensuring environmental sustainability, ecological balance, protection 127.98 - 127.98
of flora & fauna, animal welfare, agroforestry, conservation of
natural resources & maintaining quality of soil, air & water including
contribution to the Clean Ganga Fund set-up by the Central
Government for rejuvenation of river Ganga
(vi) Contributions to Indian Institute of Technology (IITs), engaged in 50.98 50.98
conducting research in science, technology, engineering and medicine
aimed at promoting Sustainable Development Goals (SDGs)
Total CSR spend 325.98 - 325.98
Unspent amount provided during the current year ^ - - -
Total CSR expenditure 325.98 - 325.98
Amount transferred to Unspent CSR account as per section 135(6)^ - - -

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

For the year ended 31 March 2021

(All amounts in ` in lakh unless otherwise stated)
S. Particulars Amount paid Amount yet to Total

STATUTORY REPORTS
No. in cash* be paid in cash
(i) Preventing and promoting health care, sanitation and making 89.02 - 89.02
available safe drinking water
(ii) Promoting education including special education and employment 65.02 - 65.02
enhancing vocation skills especially among children, women, elderly
and the differently abled and livelihood enhancement projects
(iii) Promoting gender equality, empowering women, setting up homes 5.50 - 5.50

CONSOLIDATED FINANCIAL STATEMENTS

and hostels for women and orphans; setting up old age homes, day
care centres and such other facilities for senior citizens and measures
for reducing inequalities faced by socially and economically backward
groups
(iv) Contribution to the Prime Minister's National Relief Fund  [or Prime 17.53 - 17.53
Minister’s Citizen Assistance and Relief in Emergency Situations
Fund  (PM CARES Fund)]  or any other fund set up by the central
govt. for socio economic development and relief and welfare of the
schedule caste, tribes, other backward classes, minorities and women
(v) Ensuring environmental sustainability, ecological balance, protection 6.27 - 6.27
of flora & fauna, animal welfare, agroforestry, conservation of
natural resources & maintaining quality of soil, air & water including
contribution to the Clean Ganga Fund set-up by the Central
Government for rejuvenation of river Ganga
Total CSR spend 183.34 - 183.34
Unspent amount provided during the current year ^ 149.33 - 149.33
Total CSR expenditure 332.67 - 332.67
Amount transferred to Unspent CSR account as per section 135(6) ^ 149.33 - 149.33

*Represents amount paid through bank

^Due to Covid-19 pandemic in the country, the Group was not able to undertake its CSR activities fully in the financial
year 2020-21, hence against the total approved budget of INR 318.70 lakh to be expended in the financial year 2020-21,
the Group had spent INR 183.34 lakh on approved CSR projects/activities as on 31 March 2021 and INR 149.33 lakh
remained unspent. The Group had transferred the unspent amount to separate CSR account within 30 days from the
end of financial year in accordance with the CSR Amendment Rules, 2021. Accordingly, the Group had provided for such
unspent CSR amount.

59 SEGMENT INFORMATION
The Group is engaged in manufacturing of consumer durable products and its components. Basis the nature of Group’s
business and operations, the Group has one operating segment i.e. “manufacture of consumer durable products and its
components” for which information is reviewed by the Chief Operating Decision Maker (CODM) to allocate resources and
assess performance. Hence, the Group has only one reportable segment as per the requirements of Ind AS 108 – ‘Operating
Segments’. Majority of the revenue is derived from one geography and two external customers amounting to INR 139,434.48
lakh (previous year: INR 151,407.84 lakh).

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60 FINANCIAL RATIOS

(All amounts in ` in lakh unless otherwise stated)

S. Ratio Measurement Numerator Denominator FY FY Change Remarks
No. unit 2021-22 2020-21
Ratio Ratio
1 Current ratio Times Current assets Current liabilities 1.13 1.31 -13.78% Refer note (i)
2 Debt-equity Times Total debt Shareholder's equity 0.58 0.23 148.44% Refer note (ii)
ratio [Long-term borrowings +
Short-term borrowings]
3 Debt service Times Earnings available for debt Debt service [finance 2.90 2.74 5.82% Refer note (i)
coverage service cost as per Profit
ratio [Net profit after taxes + & Loss Account
Non-cash operating + lease payments
expenses like depreciation + principal
and other amortizations repayments (other
+ Interest + Other than pre-payments,
adjustments like loss on if any)]
sale of fixed assets, etc.]
4 Return on Percentage Net Profits after Average 6.52% 5.94% -9.80% Refer note (i)
equity ratio taxes – Preference Shareholder’s Equity
Dividend (if any)
5 Inventory Times Revenue from operations Average inventories 5.40 4.42 22.30% Refer note (i)
turnover ratio [(Opening + Closing
balance) / 2]
6 Trade Times Revenue from operations Average trade 3.53 3.15 11.98% Refer note (i)
receivables receivables
turnover ratio [(Opening balance +
Closing balance) / 2]
7 Trade Times Total purchases Average trade 2.41 2.12 13.49% Refer note (i)
payables payables [(Opening
turnover ratio balance + Closing
balance) / 2]
8 Net capital Times Revenue from operations Working capital 12.37 5.83 112.02% Refer note
turnover ratio [Current assets - (iii)
Current liabilities]
9 Net profit Percentage Net profit after taxes Revenue from 2.65% 2.75% -3.69% Refer note (i)
ratio operations
10 Return Percentage Profit before interest and Capital employed 8.19% 9.31% -12.09% Refer note (i)
on capital taxes [Tangible net worth
employed + Total debt +
Deferred tax liability]
11 Return on
investment
(a) Investment Percentage Weighted average yield on Weighted time 6.26% 0.00% NA Refer note
in perpetual perpetual bonds average investment (iv)
bonds in perpetual bonds
(b) Bank Percentage Interest from bank Weighted time 5.84% 7.63% 23.50% Refer note (i)
deposits deposits average bank
deposits
Notes:
(i) There is no significant change (25% or more) in FY 2021-22 in comparison to FY 2020-21.
(ii) The reasons for significant change in ratio is due to increase in debt taken by the Group for meeting its capital requirements
for expansion of existing facilities and set-up of new manufacturing units.
(iii) The increase in ratio is primarily attributable to the increase in revenue from operations during FY 2021-22 in comparison
to FY 2020-21, which was largely impacted owing to COVID-19 pandemic.
(iv) The increase in ratio is attributable to the reason that there was negligible income from perpetual bonds in FY 2020-21
as the investment in bonds was done at the end of the FY 20-21.

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CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

61 PARTICULARS OF LOANS GIVEN/INVESTMENTS MADE*/GUARANTEES GIVEN, AS REQUIRED BY CLAUSE (4) OF

SECTION 186 OF THE COMPANIES ACT, 2013:

Name Nature Amount of loan Rate of interest Purpose for which

STATUTORY REPORTS
outstanding as at (p.a.) the loan/security/
31 March 2022 guarantee is utilized
DSP Works Automation and Wireless Unsecured loan 50.00 7.00% Working capital
Network Solutions Private Limited requirement
*Investment made has been disclosed in note 8.

CONSOLIDATED FINANCIAL STATEMENTS

62 SHARE BASED PAYMENTS

(a) Scheme details

The Board of Directors of the Holding Company, on the recommendation of Nomination and Remuneration Committee
in its meeting held on 19 April 2021 has granted 2,20,000 options to certain identified eligible employees of the Group at
` 2,400 per option, under “Amber Enterprises India Limited - Employee Stock Option Plan 2017” (“Plan”). Vesting will be
made in four years in equal ratio i.e. 25% every year, after the statutory period of one year from the date of grant of Option.
Exercise period in respect of an Option shall commence after vesting of such options, as authorized by the Nomination
and Remuneration Committee and Board, subject to a maximum period of 3 (Three) years. This was pursuant to the
approval from the shareholders through postal ballot concluded on 24 December 2020. Details of number of options
outstanding have been tabulated below:
Number of options Grant date Vesting date Exercise period Exercise price Fair value on
outstanding grant date
55,000 19-Apr-21 18-Apr-22 3 years from date of vesting 2,400.00 1,312.40
55,000 19-Apr-21 18-Apr-23 3 years from date of vesting 2,400.00 1,457.20
55,000 19-Apr-21 18-Apr-24 3 years from date of vesting 2,400.00 1,598.10
55,000 19-Apr-21 18-Apr-25 3 years from date of vesting 2,400.00 1,731.00
(b) Compensation expenses arising on account of the share based payments

(All amounts in ` in lakh unless otherwise stated)

31 March 2022 31 March 2021
Expenses arising from equity – settled share-based payment transactions 1,567.47 -
Total 1,567.47 -
(c) Fair value on the grant date

The fair value at grant date is determined using “Black Scholes Pricing Model” which takes into account the exercise price,
term of the option, share price at grant date and expected price volatility of the underlying shares, expected dividend yield
and the risk free interest rate for the term of the option.
The following inputs were used to determine the fair value for options granted on 19 April 2021.
Description Vest 1 Vest 2 Vest 3 Vest 4
Number of options outstanding 55,000.00 55,000.00 55,000.00 55,000.00
Grant date 19-Apr-21 19-Apr-21 19-Apr-21 19-Apr-21
Financial year of vesting 2022-23 to 2023-24 to 2024-25 to 2025-26 to
2025-26 2026-27 2027-28 2028-29
Share price on grant date (in INR) 3,147.95 3,147.95 3,147.95 3,147.95
Expected life (in years) 2.50 3.50 4.50 5.50
Price volatility of company's share * 44.10% 42.40% 42.10% 42.20%
Risk free interest rate 4.70% 5.20% 5.50% 5.80%
Exercise price (in INR) 2,400.00 2,400.00 2,400.00 2,400.00
Dividend yield 0.29% 0.29% 0.29% 0.29%
Fair value of option (in INR) 1,312.40 1,457.20 1,598.10 1,731.00
* The measure of volatility used is the annualized standard deviation of the continuously compounded rates of return
of stock over the expected lives of different vests, prior to grant date. Volatility has been calculated based on the daily
closing market price of the Company’s stock on BSE over these years.

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(d) Movement in share options during the year

(All amounts in ` in lakh unless otherwise stated)
Description Number of Weighted average
options exercise price
Outstanding as on 01 April 2021 - -
Options granted during the year 2,20,000 2,400.00
Options forfeited/lapsed/expired during the year - -
Options exercised during the year - -
Options outstanding as at 31 March 2022 ^# 2,20,000 2,400.00
Exercisable at the end of the period. - -
^ The weighted average remaining contractual life of the share options outstanding at the end of year is 3.53 years.
# The weighted average fair value of share options outstanding at the end of year is ` 1,524.68 per share option.

63. ADDITIONAL REGULATORY INFORMATION

(i) The title deeds of all the immovable properties held by the Group (other than properties where the Group is the lessee and
the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name
of the Holding company or its subsidiary companies, except for the following properties:
Description Gross Carrying Held in name Whether Period Held Reason for not being held in name
of property Value of promoter, of company
director or
their relative
or employee
Right of use INR 418.19 lakhs Pee Aar No 1 April 2021 The subsidiary company [AmberPR
- Land and Automotive to 31 March Technoplast India Private Limited
Building Technologies 2022 (formerly known as Pasio India
Private Private Limited) has acquired
Limited the land pursuant to business
acquisition on slump sale basis.
The lease deed is in the name of
erstwhile entity.
(ii) There are no proceedings initiated or pending against the group for holding any benami property under the Prohibition of
Benami Property Transactions Act, 1988 and rules made thereunder.
(iii) The Group has not been declared a wilful defaulter by any bank or financial institution or government or any government
authority.
(iv) The following table summarises the transactions with the companies struck off under section 248 of the Companies Act,
2013 or section 560 of Companies Act, 1956 for the year ended / as at March 31, 2022:
Name of struck off company Nature of transactions with Balance Relationship with the
struck off company outstanding as on Struck off company, if
31 March 2022 any
Havinhomes Realty & Consulting Rental service availed 0.42 External vendor
Services Private Limited
Apple QA Certifications Private Limited Professional service availed 0.01 External vendor
Sai Stainless Steel Works Pvt Ltd Purchase of raw material 35.60 External vendor
The following table summarises the transactions with the companies struck off under section 248 of the Companies Act,
2013 or section 560 of Companies Act, 1956 for the year ended / as at March 31, 2021:
Name of struck off company Nature of transactions with Balance Relationship with the
struck off company outstanding as on Struck off company, if
31 March 2021 any
Apple QA Certifications Private Limited Professional service availed - External vendor
Sai Stainless Steel Works Pvt Ltd Purchase of raw material - External vendor
(v) The Group does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies
beyond the statutory period.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE OVERVIEW
AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2022 (Contd.)

(vi) The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017.
(vii) The Group has not entered into any scheme of arrangement which has an accounting impact on current or previous

STATUTORY REPORTS
financial year.
(viii) The Group has not advanced or loaned or invested funds to any other person or entity, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

CONSOLIDATED FINANCIAL STATEMENTS

(ix) The Group has not received any fund from any person or entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(x) Money raised by way of term loans were applied for the purposes for which these were obtained.
(xi) The Group has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account,
in the tax assessments under the Income Tax Act, 1961 as income during the current or previous year.
(xii) The Group has not traded or invested in crypto currency or virtual currency during the current or previous year.
(xiii) The Group does not have any advances in the nature of loans during the year.

64 EVENTS AFTER THE REPORTING PERIOD

The Group has evaluated all the subsequent events through 13 May 2022, which is the date on which these consolidated
financial statements were issued, and no events have occurred from the balance sheet date through that date except for
matters that have already been considered in these consolidated financial statements.

However, subsequent to the year end, the Board of Directors (the “”Board””) on the recommendation of the Nomination and
Remuneration Committee (the “”Committee””) in its meeting held on 13 May 2022, has granted 250,000 options to certain
identified eligible employees of the Group under “Amber Enterprises India Limited Employee Stock Option Plan 2017” as
amended by the shareholders through postal ballot on 24 December 2020. Such options are issued at a discount of ` 500 per
option on latest closing price of the equity share of the Group on recognized stock exchange where the equity shares of the
Group have highest trading volume on the date of meeting

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

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

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner Chairman & CEO and Director Managing Director
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
Company Secretary and Compliance Officer Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 13 May 2022 Date: 13 May 2022 Date: 13 May 2022

303
 FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]

To Regulations, 2011;
The Members b. The Securities and Exchange Board of India
SIDWAL REFRIGERATION INDUSTRIES PRIVATE LIMITED (Prohibition of Insider Trading) Regulations, 1992;

CIN: U74899DL1965PTC008575 c. The Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements)
Registered Address: 108-A, Madangir, Behind Pushp Vihar,
Regulations, 2009;
DDA Local Shopping Complex, New Delhi - 110062
d. The Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee
We have conducted the Secretarial Audit of the compliances Stock Purchase Scheme) Guidelines, 1999;
of applicable statutory provisions and the adherence to
e. The Securities and Exchange Board of India (Issue
good corporate practices by SIDWAL REFRIGERATION
and Listing of Debt Securities) Regulations, 2008;
INDUSTRIES PRIVATE LIMITED (hereinafter called the
“Company”). Secretarial Audit was conducted in a manner f. The Securities and Exchange Board of India
that provided us a reasonable basis for evaluating the (Registrars to an Issue and Share Transfer Agents)
corporate conducts/statutory compliances and expressing Regulations, 1993 regarding the Companies Act
our opinion thereon. and dealing with client;

Based on our verification of the SIDWAL REFRIGERATION g. The Securities and Exchange Board of India
INDUSTRIES PRIVATE LIMITED books, papers, minute (Delisting of Equity Shares) Regulations, 2009;
books, forms and returns filed and other records maintained and
by the Company and also the information provided by the h. The Securities and Exchange Board of India
Company, its officers, agents and authorised representatives (Buyback of Securities) Regulations, 1998;
during the conduct of secretarial audit, we hereby report that (vi) Other laws applicable to the Company as per the
in our opinion, the Company has, during the audit period representations made by the Management.
covering the financial year ended on 31 March 2022 generally
We have also examined compliance with the applicable
complied with the statutory provisions listed hereunder and
clauses of the following:
also that the Company has proper Board-processes and
compliance mechanism in place to the extent, in the manner (i) Secretarial Standards issued by the Institute of
and subject to the reporting made hereinafter: Company Secretaries of India.

We have examined the books, papers, minute books, forms (ii) The Listing Agreements entered into by the Company
and returns filed and other records maintained by SIDWAL with Stock Exchange(s), if applicable; Being a Non –
REFRIGERATION INDUSTRIES PRIVATE LIMITED for the Listed company this is NOT APPLICABLE.
financial year ended on 31 March 2022 according to the During the Period under review the Company has complied
provisions of: with the provisions of the Act, Rules, Regulations, Guidelines,
(i) The Companies Act, 2013 (the Act) and the rules made Standards, etc. mentioned above subject to the following
there under; observations:

(ii) The Securities Contracts (Regulation) Act, 1956 We further report that the Board of Directors of the Company
(‘SCRA’) and the rules made there under; is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The
(iii) The Depositories Act, 1996 and the Regulations and
changes in the composition of the Board of Directors that
Bye-laws framed there under;
took place during the period under review were carried out
(iv) Foreign Exchange Management Act, 1999 and the in compliance with the provisions of the Act.
rules and regulations made there under to the extent of
We further report that adequate notice is given to all directors
Foreign Direct Investment, Overseas Direct Investment
to schedule the Board Meetings, agenda and detailed notes
and External Commercial Borrowings;
on agenda were sent adequately in advance and a system
(v) The following Regulations and Guidelines prescribed exists for seeking and obtaining further information and
under the Securities and Exchange Board of India Act, clarifications on the agenda items before the meeting and
1992 (‘SEBI Act’): - NOT APPLICABLE for meaningful participation at the meeting. Decisions at the
a. The Securities and Exchange Board of India Board Meetings, as represented by the management, were
(Substantial Acquisition of Shares and Takeovers) taken unanimously.

304
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

CORPORATE OVERVIEW
We further report that as per the explanations given to us We further report that during the period under review, as
and the representations made by the Management and explained and represented by the management, there
relied upon by us there are adequate systems and processes were no specific events/actions in pursuance of the above
in the Company commensurate with the size and operations referred laws, rules, regulations, guidelines, standards etc.,

STATUTORY REPORTS
of the Company to monitor and ensure compliance with having a major bearing on the Company’s affairs.
applicable laws, rules, regulations and guidelines.

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-

FINANCIAL STATEMENTS
CS AMIT CHATURVEDI
Company Secretaries in whole time practice
(M. No. F10342)
Place: New Delhi (C.P. No. 14332)
Dated: 12 May 2022 UDIN F010342D000297266
Encl: Annexure – A : Secretarial Audit Report dated 12 May 2022

ANNEXURE – A: SECRETARIAL AUDIT REPORT DATED 12 MAY 2022

To 3. We have not verified the correctness and

The Members of appropriateness of financial records and books of
accounts of the Company as it is taken care in the
SIDWAL REFRIGERATION INDUSTRIES PRIVATE LIMITED
statutory audit.
CIN No. U74899DL1965PTC008575
4. We have obtained the Management’s representation
Registered Office: 108-A, Madangir, Behind Pushp Vihar, about the compliance of laws, rules and regulations
DDA Local Shopping Complex, New Delhi - 110062 and happening of events, wherever required.
5. Compliance with the provisions of Corporate and other
Our Secretarial Audit Report dated 12 May 2022 is to be read applicable laws, rules, regulations, standards is the
along with this letter. responsibility of the management. Our examination
1. Maintenance of secretarial records is the responsibility was limited to the verification of procedures on test
of the management of the Company. Our responsibility basis.
is to make a report based on the secretarial records 6. This Secretarial Audit report is neither an assurance
produced for our audit. as to the future viability of the Company nor of the
2. We have followed the audit practices and processes efficacy or effectiveness with which the management
as were appropriate to obtain reasonable assurance has conducted the affairs of the Company.
about the correctness of the contents of the secretarial 7. Based on current scenario of COVID – 19 and lockdown
records. The verification was done on test basis to to prevent spread of COVID, it was not possible for us
ensure that correct facts are reflected in secretarial to physically verify the documents and records of the
records. We believe that the processes and practices Company, though we have taken use of electronic
we followed provide a reasonable basis for our report. media and audio visual means to satisfy ourselves
regarding evidences and documents for audit.

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-
CS AMIT CHATURVEDI
Company Secretaries in whole time practice
(M. No. F10342)
Place: New Delhi (C.P. No. 14332)
Dated: 12 May 2022 UDIN F010342D000297266

305
 FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]

To b. The Securities and Exchange Board of India

The Members (Prohibition of Insider Trading) Regulations, 1992;

IL JIN Electronics (India) Private Limited c. The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
CIN: U31909DL2001PTC112387
Regulations, 2009;
Registered Address: F. No.5, 109/2A Buddha Appartments
d. The Securities and Exchange Board of India
C C Colony New Delhi - 110007
(Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999;
We have conducted the Secretarial Audit of the compliances e. The Securities and Exchange Board of India (Issue
of applicable statutory provisions and the adherence to good and Listing of Debt Securities) Regulations, 2008;
corporate practices by IL JIN Electronics (India) Private
f. The Securities and Exchange Board of India
Limited (hereinafter called the “Company”). Secretarial Audit
(Registrars to an Issue and Share Transfer Agents)
was conducted in a manner that provided us a reasonable
Regulations, 1993 regarding the Companies Act
basis for evaluating the corporate conducts/statutory
and dealing with client;
compliances and expressing our opinion thereon.
g. The Securities and Exchange Board of India
Based on our verification of the IL JIN Electronics (India)
(Delisting of Equity Shares) Regulations, 2009;
Private Limited books, papers, minute books, forms and
and
returns filed and other records maintained by the Company
and also the information provided by the Company, its h. The Securities and Exchange Board of India
officers, agents and authorised representatives during the (Buyback of Securities) Regulations, 1998;
conduct of secretarial audit, we hereby report that in our (vi) Other laws applicable to the Company as per the
opinion, the Company has, during the audit period covering representations made by the Management.
the financial year ended on 31 March 2022 generally We have also examined compliance with the applicable
complied with the statutory provisions listed hereunder and clauses of the following:
also that the Company has proper Board-processes and
(i) Secretarial Standards issued by the Institute of
compliance mechanism in place to the extent, in the manner
Company Secretaries of India.
and subject to the reporting made hereinafter:
(ii) The Listing Agreements entered into by the Company
We have examined the books, papers, minute books, forms
with Stock Exchange(s), if applicable; Being a Non –
and returns filed and other records maintained by IL JIN
listed Company it is NOT APPLICABLE.
Electronics (India) Private Limited for the financial year
ended on 31 March 2022 according to the provisions of: During the Period under review the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
(i) The Companies Act, 2013 (the Act) and the rules made
Standards, etc. mentioned above subject to the following
there under;
observations:
(ii) The Securities Contracts (Regulation) Act, 1956
We further report that the Board of Directors of the Company
(‘SCRA’) and the rules made there under;
is duly constituted with proper balance of Executive Directors,
(iii) The Depositories Act, 1996 and the Regulations and Non-Executive Directors and Independent Directors. The
Bye-laws framed there under; changes in the composition of the Board of Directors that
(iv) Foreign Exchange Management Act, 1999 and the took place during the period under review were carried out
rules and regulations made there under to the extent of in compliance with the provisions of the Act.
Foreign Direct Investment, Overseas Direct Investment We further report that adequate notice is given to all directors
and External Commercial Borrowings; to schedule the Board Meetings, agenda and detailed notes
(v) The following Regulations and Guidelines prescribed on agenda were sent adequately in advance and a system
under the Securities and Exchange Board of India Act, exists for seeking and obtaining further information and
1992 (‘SEBI Act’):- NOT APPLICABLE clarifications on the agenda items before the meeting and
a. The Securities and Exchange Board of India for meaningful participation at the meeting. Decisions at the
(Substantial Acquisition of Shares and Takeovers) Board Meetings, as represented by the management, were
Regulations, 2011; taken unanimously.

306
 AMBER ENTERPRISES INDIA LIMITED
ANNUAL REPORT 2021-22

CORPORATE OVERVIEW
We further report that as per the explanations given to us We further report that during the period under review, as
and the representations made by the Management and explained and represented by the management, there
relied upon by us there are adequate systems and processes were no specific events/actions in pursuance of the above
in the Company commensurate with the size and operations referred laws, rules, regulations, guidelines, standards etc.,

STATUTORY REPORTS
of the Company to monitor and ensure compliance with having a major bearing on the Company’s affairs.
applicable laws, rules, regulations and guidelines.

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-

FINANCIAL STATEMENTS
CS AMIT CHATURVEDI
Company Secretaries in whole time practice
(M. No. F10342)
Place: New Delhi (C.P. No. 14332)
Dated: 13 May 2022 UDIN F010342D000297299
Encl: Annexure – A : Secretarial Audit Report dated 13 May 2022

ANNEXURE – A : SECRETARIAL AUDIT REPORT DATED 13 MAY 2022

To 3. We have not verified the correctness and

The Members of appropriateness of financial records and books of
accounts of the Company as it is taken care in the
IL JIN Electronics (India) Private Limited
statutory audit.
CIN: U31909DL2001PTC112387
4. We have obtained the Management’s representation
Registered Office: F. No.5, 109/2A Buddha Appartments about the compliance of laws, rules and regulations
C C Colony New Delhi - 110007 and happening of events, wherever required.
5. Compliance with the provisions of Corporate and other
Our Secretarial Audit Report dated 13 May 2022 is to be read applicable laws, rules, regulations, standards is the
along with this letter. responsibility of the management. Our examination
1. Maintenance of secretarial records is the responsibility was limited to the verification of procedures on test
of the management of the Company. Our responsibility basis.
is to make a report based on the secretarial records 6. This Secretarial Audit report is neither an assurance
produced for our audit. as to the future viability of the Company nor of the
2. We have followed the audit practices and processes efficacy or effectiveness with which the management
as were appropriate to obtain reasonable assurance has conducted the affairs of the Company.
about the correctness of the contents of the secretarial 7. Based on current scenario of COVID – 19 and lockdown
records. The verification was done on test basis to to prevent spread of COVID, it was not possible for us
ensure that correct facts are reflected in secretarial to physically verify the documents and records of the
records. We believe that the processes and practices Company, though we have taken use of electronic
we followed provide a reasonable basis for our report. media and audio visual means to satisfy ourselves
regarding evidences and documents for audit.

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-
CS AMIT CHATURVEDI
Company Secretaries in whole time practice
(M. No. F10342)
Place: New Delhi (C.P. No. 14332)
Dated: 13 May 2022 UDIN F010342D000297299

307
NOTES
Amber Enterprises India Limited
www.ambergroupindia.com
 Amber Enterprises India Limited
Annual Report 2021-22

Notice
Date: 11 July 2022
Dear Member,

You are cordially invited to attend the 32ND ANNUAL GENERAL MEETING (“AGM”) of the Members of AMBER ENTERPRISES
INDIA LIMITED (“the Company” or “Amber”) to be held on Tuesday, 2 AUGUST 2022 AT 02.00 P.M. IST through VIDEO
CONFERENCE AND OTHER AUDIO VISUAL MODE (“VC”/“OAVM”).
The Notice of the 32nd AGM, containing the businesses to be transacted, is enclosed herewith. As per Section 108 of the
Companies Act, 2013, (‘the Act’) read with the related Rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“SEBI (LODR) Regulations”), the Company is pleased to provide its Members
the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for casting of vote
by electronic means and the instructions for attending the Annual General Meeting by VC /OAVM facility has been provided
herein.
Please find below key details / information regarding 32nd Annual General Meeting for your ready reference and ease of
participation.
Sl. Particulars Details
No.
1. Date and Time of AGM 2 August 2022 (Tuesday)
02:00 P.M IST
2. Mode Video Conferencing (“VC”)/Other Audio-Visual Means(“OAVM”)
3. Link for participation through VC/OAVM https://emeetings.kfintech.com
4 Link for remote e-voting https://evoting.kfintech.com
5 Helpline number for VC/OAVM No. 1800-3094-001 or write at evoting@kfintech.com
participation and e-voting
6 Weblink for temporary registration to https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx
receive AGM Notice & Credentials for
e-voting/AGM
7 Cut – off date for e-voting 22 July 2022 (Friday)
8 Time period for remote e-voting From 09:00 A.M. on 30 July 2022 (Saturday) to 05.00 P.M. on 1 August 2022
(Monday) [both days inclusive]
9 Registrar and Share Transfer Agent Mr. Raj Kumar Kale
contact details Unit: Amber Enterprises India Limited

KFin Technologies Limited

E-mail: einward.ris@kfintech.com; evoting@kfintech.com
Contact No.: 040 - 6716 2222
10 Posting of queries prior to AGM The window for posting queries/questions /views will remain open from
Saturday, 30 July 2022 (9:00 a.m.) till Sunday, 31 July 2022 (5:00 p.m.).
11 Speaker Registration Members who wish to speak at the AGM may log into
https://emeetings.Kfintech.com and click on the tab “Speaker Registration” by
mentioning their e-mail id, mobile number and city. The speaker registration
will commence from Saturday, 30 July 2022 (9:00 a.m.) till Sunday, 31 July
2022 (5:00 p.m.).
We anticipate your presence in the 32nd AGM. Kindly make it convenient to attend the same.

Yours Truly,
For Amber Enterprises India Limited

(Konica Yadav)
Company Secretary and Compliance Officer

1
 NOTICE

NOTICE is hereby given that 32ND ANNUAL GENERAL continue his term as a Director of the Company.
MEETING (the “AGM”) of AMBER ENTERPRISES INDIA Also, please refer additional information given
LIMITED (“the Company” or “Amber”) will be held on in Annexure A on Director(s) recommended
Tuesday, 2 August 2022 at 02.00 P.M. IST through VIDEO for appointment/re-appointment as required
CONFERENCING / OTHER AUDIO VISUAL MEANS (“VC”/ under Regulation 36 of SEBI (LODR) Regulations
“OAVM”) to transact the following businesses: and Secretarial Standards -2 as prescribed by
the Institute of Company Secretaries of India.
A. ORDINARY BUSINESS: Therefore, Members are requested to consider
1. To consider and adopt (a) the audited standalone and if thought fit, to pass the following resolution,
financial statements of the Company for the with or without modifications, as an Ordinary
financial year ended 31 March 2022 together with Resolution :
the reports of the Auditor’s thereon and Board “RESOLVED THAT pursuant to Section 152
of Directors; and (b) the audited consolidated and other applicable provisions, if any, of the
financial statements of the Company for the Companies Act, 2013, read with Articles of
financial year ended 31 March 2022 together Association of the Company, the approval of
with the reports of the Auditor’s thereon and the Members of the Company be and is hereby
in this regard, pass the following resolution(s), accorded to the re-appointment of Mr. Jasbir
with or without modifications, as Ordinary Singh (DIN: 00259632) as a Director of the
Resolution(s) : Company, who shall continue as a Director of the
“RESOLVED THAT the audited standalone
(a) Company, to the extent that he is required to retire
financial statements of the Company for the by rotation.”
financial year ended 31 March 2022 and the 3. To appoint the Statutory Auditor of the Company
reports of the Auditor’s thereon and Board of and to fix their remuneration.
Directors laid before this meeting, be and are To consider and if thought fit, pass, with or
hereby considered and adopted.” without modification(s), the following resolution
“RESOLVED THAT the audited consolidated
(b) as an Ordinary Resolution:
financial statements of the Company for the “RESOLVED THAT pursuant to Sections 139,
financial year ended 31 March 2022 and the 141, 142 and all other applicable provisions, if
report of Auditor’s thereon laid before this any, of the Companies Act, 2013, read with the
meeting, be and are hereby considered and Companies (Audit and Auditors) Rules, 2014,
adopted.” (including any statutory modification(s) or re-
2. To appoint a Director in place of Mr. Jasbir Singh, enactment thereof) and on the recommendations
(DIN : 00259632) who retires by rotation in terms of the audit committee and the Board of Directors
of Section 152 (6) of the Companies Act, 2013 at of the Company, S.R. Batliboi & Co. LLP, Chartered
this Annual General Meeting and being eligible, Accountants (Firm Registration No: 301003E/
offers himself for re-appointment. E300005), be and are hereby appointed as the
Explanation : Based on the terms of appointment, statutory auditors of the Company for a term of
executive directors are subject to retirement by 5 (Five) years and to hold office from the
rotation. Mr. Jasbir Singh, who was appointed conclusion of this 32nd Annual General Meeting
as a Chairman and Chief Executive Officer on until the conclusion of the 37th Annual General
25 August 2017 in the current term and serving Meeting to be held in the year 2027.
the Board as a Director since 1 October 2004 RESOLVED FURTHER THAT on the
and is the longest serving Member on the Board, recommendation of the Audit Committee, the
retires by rotation and, being eligible, seeks re- Board of Directors be and are hereby authorised
appointment. Given his expertise, vast experience severally to decide and finalise the terms
in the RAC Manufacturing Industry and his and conditions of appointment, including the
contribution to the success of the Company, it is remuneration plus goods & services tax as
proposed to re-appoint him as a Director. applicable and reimbursement of out-of pocket
To the extent that Mr. Jasbir Singh is required expenses incurred in connection with the audit
to retire by rotation, he would need to be re- to be carried out by them in consultation with the
appointed as a Director of the Company, who shall statutory auditors.

2
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
RESOLVED FURTHER THAT the Board of Directors 5. To regularise the appointment of Mr. Arvind
of the Company, (including its committees Uppal (DIN:00104992) as an Independent
thereof), be and are hereby authorised to do all Director of the Company.
such acts, deeds, matters and things as may Explanation: Refer the explanation given under
be deemed proper, necessary, or expedient, Item no. 5.
including filing the requisite forms or submission
To consider and if thought fit, pass with or
of documents with any authority or accepting any
without modification(s), following resolution as
modifications to the clauses as required by such
an ORDINARY RESOLUTION :
authorities, for the purpose of giving effect to this
“RESOLVED THAT Mr. Arvind Uppal
resolution and for matters connected therewith,
(DIN:00104992), who was appointed as an
or incidental thereto.”
Additional Director in the capacity of Non Executive
b. SPECIAL BUSINESS: and Independent Director of the Company with
effect from 13 May 2022 by the Board of Directors
4. Ratification of Remuneration to be paid to M/s. and who holds office up to the conclusion this
K.G. Goyal & Associates, Cost Accountants (Firm Annual General Meeting of the Company in terms
Registration No.000024), the Cost Auditor of the of Section 161 of the Companies Act, 2013 (the
Company ‘Act’) and who is eligible for appointment be
Explanation: Refer the explanation given under and is hereby appointed as a Non Executive and
Item no. 4. Independent Director of the Company.
To consider and if thought fit, to pass the following RESOLVED FURTHER THAT pursuant to the
resolutions with or without modifications as an provisions of Sections 149, 150, 152 and other
Ordinary Resolution : applicable provisions, if any, of the Act (including
“RESOLVED THAT pursuant to the provisions of any statutory modification(s) or re-enactment
Section 148 and all other applicable provisions, thereof for the time being in force) read with
if any, of the Companies Act, 2013 and the Schedule IV of the Act and the Companies
Companies (Audit and Auditors) Rules, 2014 (Appointment and Qualification of Directors)
(including any statutory modification(s) or re- Rules, 2014, as amended from time to time
enactment thereof for the time being in force), and in terms of SEBI (Listing Obligations and
the remuneration of the Cost Auditor, M/s. K.G. Disclosure requirements) Regulation, 2015
Goyal & Associates, Cost Accountants, (Firm (SEBI (LODR) Regulations), as amended from
Registration No. 000024) appointed by the Board time to time, and on the recommendation of
of Directors at their meeting held on 13 May Nomination and Remuneration Committee, Mr.
2022, to conduct the audit of the cost records of Arvind Uppal (DIN:00104992), who has submitted
the Company for the financial year 2022 - 23, of a declaration that he meets the criteria of
` 45,000/- (Rupees Forty Five Thousand Only) per independence as provided in Section 149(6) of
annum excluding the applicable taxes and out of the Act and Regulation 16(1)(b) of SEBI (LODR)
pocket expenses, if any, as incurred in the course Regulations and who is eligible for appointment,
of above said audit, be and is hereby ratified and be and is hereby appointed as Non-Executive
confirmed by the Members. and Independent Director of the Company, not
RESOLVED FURTHER THAT for the purpose liable to retire by rotation, for a term of 2 (Two)
of giving effect to this resolution, the Board consecutive years commencing from 13 May
of Directors of the Company, (including its 2022 till 12 May 2024.
committees thereof) be and is hereby authorized RESOLVED FURTHER THAT the Board of Directors
to do all such acts, deeds, matters and things as of the Company, (including its committees
it may in its absolute discretion deem necessary, thereof), be and is hereby authorized to do all
proper, or desirable and to settle any question, such things, deeds, matters and acts, as may be
difficulty, doubt that may arise thereof aforesaid required to give effect to this resolution and to do
and further to do all such acts, deeds and things all things incidental and ancillary thereto.”
and to execute all documents and writings as may
be necessary, proper, desirable or expedient to
give effect to this resolution.”

3
NOTICE (Contd.)

6. Re-appointment of Mr. Daljit Singh or earns inadequate profits as contemplated

(DIN:02023964) as Managing Director of the under the provisions of Schedule V to the Act,
Company the Company may pay to the Managing Director,
“RESOLVED THAT on the recommendation of the above remuneration excluding commission
Nomination and Remuneration Committee of the amount payable on profits earned, as the
Board and approval of the Board and subject to minimum remuneration by way of salary and
provisions of Sections 196, 197 198, 203 read allowances as specified above and subject to
with Schedule V and other applicable provisions receipt of the requisite approvals, if any.
of the Companies Act, 2013 (the ‘Act’) and the RESOLVED FURTHER THAT the Board of Directors
rules made thereunder including any statutory of the Company, (including its committees thereof)
modification or re-enactment thereof for the time be and is hereby authorised to take all such steps
being in force, the relevant provisions of the Articles as may be necessary, proper or expedient to give
of Association of the Company, the consent of the effect to this resolution.”
Members be and is hereby accorded for the re-
7. Approval to Board under Section 185 of
appointment of Mr. Daljit Singh (DIN :02023964)
Companies Act, 2013
as Managing Director of the Company for a period
To consider and, if thought fit, to pass the following
of 5 (Five) consecutive years with effect from 25
resolution with or without modification(s) as a
August 2022 upto 24 August 2027, on the same
Special Resolution :
terms and conditions including remuneration
of ` 2,01,60,000/- per annum plus commission, “RESOLVED THAT pursuant to the provisions
subject to the condition that overall remuneration of Section 185 of the Companies Act, 2013, as
including commission shall not exceed ` 5 Crore or amended by the Companies (Amendment) Act,
5% of net profit of the Company, whichever is less, 2017, approval of Members of the Company be
payable for the financial year in which adequate and is hereby accorded to the Board of Directors of
profit is earned, the net profits of the Company, the Company, (including its committees thereof)
computed in accordance with Section 198 of the for making of Loan(s) including Loan represented
Act as amended or applicable from time to time, by way of Book Debt (the “Loan”) to (i) AmberPR
with further liberty to the Board of Directors of Technoplast India Private Limited (“AmberPR”)
the Company, (including its committees thereof) and Pravartaka Tooling Services Private Limited
to alter the said terms and conditions of re- (“Pravartaka”), the Subsidiaries, being entities
appointment and remuneration from time to time covered under the category of ‘a person in whom
in accordance with the approval of the Members any of the Director of the Company is interested’
of the Company. as specified in the explanation to sub-section 2
of the said Section, of an aggregate outstanding
RESOLVED FURTHER THAT pursuant to Section
amount not exceeding Rs. 50 Crore (Rupees Fifty
152 of the Act read with applicable rules thereon,
Crore Only) per annum, respectively for each entity,
the office of Mr. Daljit Singh shall be liable to retire
in their absolute discretion deem beneficial and in
by rotation.
the interest of the Company, provided that such
RESOLVED FURTHER THAT the Board of Directors
Loan(s) are utilized by the above company(ies)
of the Company, (including its committees
for their principal business activities, at a rate
thereof), be and is hereby authorized to vary or
of interest which is not lower than the prevailing
increase the remuneration specified above from
yield of one year, three year, five year or ten year
time to time to the extent the Board of Directors
Government Security closest to the tenor of the
may deem appropriate, provided that such
loan, as per the provisions of Section 186 of the
variation or increase, as the case may be, is within
Companies Act, 2013 read with applicable rules.”
the overall limits as specified under the relevant
RESOLVED FURTHER THAT for the purpose
provisions of the Act and/ or as approved by the
of giving effect to this resolution, the Board
Central Government or such other competent
of Directors of the Company, (including its
authority.
committees thereof) be and is hereby authorized
RESOLVED FURTHER THAT in the event in any
to negotiate, finalise and agree to the terms and
financial year during the tenure of the Managing
conditions of the aforesaid Loan, and to take all
Director, the Company does not earn any profits
necessary steps, to execute all such documents,

4
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
instruments and writings and to do all necessary other concerned statutory / regulatory authority,
acts, deed and things in order to comply with all and subject to such terms, conditions, or
the legal and procedural formalities and to do all modifications as may be prescribed or imposed
such acts, deeds or thing incidental or expedient while granting such approvals, permissions,
thereto and as the Board may think fit and consents, and / or sanctions by any of the
suitable.” aforesaid authorities, which will be considered
by the Board of Directors of the Company
8. Enabling resolution for raising funds upto ` 500
(“Board”, which term shall include any committee
Crore through issue of securities
which the Board may have constituted or may
“RESOLVED THAT pursuant to Sections 23, 41, hereinafter constitute to exercise its powers,
42, 62, 71, and other applicable provisions of the including the powers conferred by this resolution),
Companies Act, 2013 and the applicable rules approval of the Members of the Company be and
made thereunder (including the Companies is hereby accorded to the Board and the Board
(Prospectus and Allotment of Securities) Rules, be and is hereby authorised to offer, issue, and
2014 and the Companies (Share Capital and allot (including with provisions for reservations
Debentures) Rules, 2014), each including any on firm and / or competitive basis, or such part
amendment(s), statutory modification(s), or of the issue and for such categories of persons
re-enactment(s) thereof (“Companies Act”) as may be permitted) any instrument or security,
and in accordance with the provisions of the including Equity Shares, fully / partly convertible
memorandum of association and articles of debentures, global depository receipts, American
association of the Company, the Securities and depository receipts, foreign currency convertible
Exchange Board of India (Issue of Capital and bonds, non—convertible debentures, warrants
Disclosure Requirements) Regulations, 2018 (collectively, the “Securities”), or any combination
(“SEBI ICDR Regulations”), the Securities and of Securities, to all or any such investors, jointly
Exchange Board of India (Listing Obligations and and / or severally, that may be permitted to invest
Disclosure Requirements) Regulations, 2015, and in such issuance of Securities, including resident
the Foreign Exchange Management Act, 1999 or non—resident / foreign investors (whether
and the regulations made thereunder, including institutions and / or incorporated bodies and / or
the Foreign Exchange Management (Non-Debt trusts or otherwise) / foreign portfolio investors
Instruments) Rules, 2019, the Consolidated FDI / mutual funds / pension funds / venture capital
Policy issued by the Department of Industrial funds / banks / alternate investment funds /
Policy and Promotion, Ministry of Commerce and Indian and / or multilateral financial institutions
Industry, Government of India from time to time, / insurance companies / any other qualified
the Issue of Foreign Currency Convertible Bonds institutional buyers as defined under the SEBI
and Ordinary Shares (Through Depository Receipt ICDR Regulations (“QIBs”) / any other category of
Mechanism) Scheme, 1993, the Depository persons or entities who are authorised to invest in
Receipts Scheme, 2014 each as amended; the the Securities in terms of applicable law, as may be
listing agreements entered into by the Company deemed appropriate by the Board in its absolute
with the stock exchanges where the equity shares discretion and whether or not such investors are
of face value of ` 10/- (Rupees Ten Only) of the Members of the Company, for cash, in one or more
Company are listed (“Stock Exchanges”, and tranches, with or without a green shoe option, to
such equity shares, the “Equity Shares”); and raise funds for an aggregate consideration of up
any other provisions of applicable law (including to ` 500 Crore (Rupees Five Hundred Crore Only),
all other applicable statutes, clarifications, rules, through a public issue, rights issue, preferential
regulations, circulars, notifications, and guidelines allotment, or a private placement (including one or
issued by the Government of India (“GoI”), Ministry more qualified institutions placements (“QIP”) in
of Corporate Affairs (“MCA”), Reserve Bank of accordance with the applicable provisions of the
India (“RBI”), Securities and Exchange Board of Companies Act and the SEBI ICDR Regulations),
India (“SEBI”), Stock Exchanges, and such other or through any other permissible mode and /
statutory / regulatory authorities), and subject or combination thereof as may be considered
to all approvals, permissions, consents, and / or appropriate, to be subscribed to in Indian and /
sanctions as may be necessary or required from or any foreign currency by all eligible investors,
SEBI, the Stock Exchanges, RBI, MCA, GoI, or any

5
NOTICE (Contd.)

through the issuance of an offer document / letter of the memorandum of association and
/ circular / placement document, as permitted articles of association of the Company and
under applicable laws and regulations, at such shall rank pari passu in all respects with the
price (including at a discount or premium to existing Equity Shares;
market price or prices permitted under applicable (iii) no partly paid-up Equity Shares or other
law), in such manner, and on such terms and Securities shall be issued / allotted;
conditions as may be deemed appropriate by
(iv) the issuance of the Securities by way of the
the Board in its absolute discretion, including
QIP shall be made at such price that is not
the discretion to determine to whom the offer,
less than the price determined in accordance
issue and allotment of Securities shall be made
with the pricing formula provided under
to the exclusion of others (including allotment to
Regulation 176(1) of the SEBI ICDR
stabilising agent in terms of green shoe option,
Regulations (“QIP Floor Price”), and the
if any, exercised by the Company); making of
price determined for the QIP shall be subject
calls and manner of appropriation of application
to appropriate adjustments as per the
money or call money, in respect of different
provisions of the SEBI ICDR Regulations, as
class(es) of investors and / or in respect of
may be applicable. However, the Board, at its
different Securities; number of securities to be
absolute discretion, may offer a discount of
issued; face value; number of Equity Shares to be
not more than 5% or such other percentage
issued and allotted on conversion / redemption /
as may be permitted under applicable law on
extinguishment of debt(s); rights attached to the
the QIP Floor Price;
warrants; period of conversion; fixing of record
date; and / or book closure dates subject to the (v) no single allottee shall be allotted more than
applicable laws considering the prevailing market 50% of the issue size and the minimum
conditions and / or other relevant factors, and number of allottees shall be in accordance
wherever necessary, in consultation with the book with the SEBI ICDR Regulations; and
running lead managers and / or other advisors (vi) the Company shall not undertake any
appointed. subsequent QIP until the expiry of two weeks
RESOLVED FURTHER THAT the relevant date from the date of the QIP to be undertaken
for the purpose of pricing the Securities shall be pursuant to this special resolution.
date of the meeting in which the Board decides RESOLVED FURTHER THAT without prejudice to
to open the issue of the Securities, subsequent the generality of the above, the Securities may
to receipt of approval from the Members of the have such features and attributes or any terms
Company, in terms of applicable law; in the event or combination of terms in accordance with
that convertible securities (as defined under domestic and international practices to provide
the SEBI ICDR Regulations) are issued to QIBs for the tradability and free transferability thereof
by way of a QIP, the relevant date for pricing of as per prevailing practices and regulations in the
such Securities shall be either the date of the capital markets and the Board be and is hereby
meeting in which the Board decides to open the authorised, in its absolute discretion, in such
issue of such convertible securities or the date on manner as it may deem fit, to dispose of such of
which the holders of such convertible securities the Securities that are not subscribed to.
become entitled to apply for the Equity Shares, as RESOLVED FURTHER THAT without prejudice to
determined by the Board. the generality of the above, the Board be and is
RESOLVED FURTHER THAT in case of an issue hereby authorised to do such acts, deeds, and
and allotment of Securities by way of a QIP in things, in its absolute discretion, as it deems
terms of the SEBI ICDR Regulations: necessary or desirable in connection with offering,
(i) the allotment of the Securities shall be issuing, and allotting the Securities, and to give
completed within 365 days from the date effect to these resolutions, including, without
of passing of the special resolution by the limitation, the following:
Members of the Company; (a) offer, issue and allot all / any of the Securities,
(ii) the Equity Shares to be offered, issued, and subject to such terms and conditions, as
allotted shall be subject to the provisions the Board may deem fit and proper in its
absolute discretion;

6
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
(b) determining the terms and conditions of the (g) provide such declarations, affidavits,
issuance, including among other things, (a) certificates, consents and / or authorities as
terms for issuance of additional Securities required from time to time;
and for disposal of Securities which are (h) seek any consents and approvals, including,
not subscribed to by issuing them to banks among others, the consent from the
/ financial institutions / mutual funds or
Company’s lenders, customers, vendors,
otherwise, (b) terms as are provided in
parties with whom the Company has entered
domestic offerings of this nature, and
into agreements, and from concerned
(c) terms and conditions in connection
statutory and regulatory authorities;
with payment of interest, dividend, voting
rights, premium and redemption or early (i) file requisite documents with the SEBI, Stock
redemption, conversion into Equity Shares, Exchanges, the GoI, the RBI, and any other
pricing, variation of the price or period of statutory and / or regulatory authorities, and
conversion, and / or finalising the objects any amendments, supplements or additional
of the issuance and the monitoring of the documents in relation thereto, as may be
same; required;
(c) approve, finalise, and execute any (j) seeking the listing of the Securities on any
preliminary as well as final offer document stock exchange(s), submitting the listing
(including, among other things, any draft application to such stock exchange(s) and
offer document, offering circular, registration taking all actions that may be necessary
statement, prospectus, placement in connection with obtaining such listing
document, private placement offer letter, approvals (both in-principle and final listing
letter of offer, and / or other letter or circular), and trading approvals);
and to approve and finalise any bid cum (k) open one or more bank accounts in the name
application form, abridged letter of offer, of the Company, as may be required, subject
notices, including any advertisements and to requisite approvals, if any, and to give
other documents or any term sheets or any such instructions including closure thereof
other ancillary documents in this regard; as may be required and deemed appropriate
(d) decide the form, terms and timing of the by the Board;
issue(s) / offering(s), Securities to be
(l) approving the issue price and finalise
issued and allotted, class of investors to
allocation and the basis of allotment of
whom Securities are to be offered, issued
the Securities on the basis of the bids /
and allotted, number of Equity Shares to be
applications and oversubscription thereof as
issued and allotted in each tranche;
received, where applicable;
(e) issue and allot such number of Equity
(m) acceptance and appropriation of the
Shares, as may be required to be issued and
proceeds of the issue of the Securities;
allotted, upon conversion of any Securities,
or as may be necessary in accordance with (n) affix the common seal of the Company, as
the terms of the issuance all such Equity required, on any agreement, undertaking,
Shares ranking pari passu with the existing deed or other document, in the presence
Equity Shares in all respects; of any one or more of the directors of the
(f) approve, finalise, execute, and amend Company or any one or more of the officers
agreements and documents, including, of the Company as may be authorised by the
any number of powers of attorney, lock-up Board in accordance with the memorandum
letters, agreements in connection with the of association and articles of association of
creation of any security, and agreements the Company;
in connection with the appointment of any (o) further authorise and empower any
intermediaries and / or advisors, (including committee and / or director(s) and / or
for underwriting, marketing, listing, trading, officer(s) of the Company, to execute and
appointment of lead manager(s) / merchant deliver, for and on behalf of the Company,
banker(s), legal counsel, depository(ies), any and all other documents or instruments
banker(s), advisor(s), registrar(s), trustee(s), and doing or causing to be done any and all
and other intermediaries as required), and acts or things as the committee / director(s)
to pay any fees, commission, costs, charges
/ officer(s) may deem necessary, appropriate
and other expenses in connection therewith;

7
NOTICE (Contd.)

or advisable in order to carry out the purposes or settle any issues, questions, difficulties
and intent of the foregoing, or in connection or doubts that may arise in regard to or in
with the issuance of Securities, and any connection with any matter(s) referred to
documents or instruments so executed and or contemplated in any of the foregoing
delivered or acts and things done or caused resolutions and the Members of the Company
to be done by the committee / director(s) / shall be deemed to have given their approval
officer(s) shall be conclusive evidence of thereto expressly by the authority of this
the authority of the committee / director(s) / resolution and all actions taken by the Board
officer(s) and the Company in doing so; and in connection with any matter(s) referred
(p) do all such incidental and ancillary acts and to or contemplated in any of the foregoing
things as may be deemed necessary, and to resolutions are hereby approved, ratified and
give such directions that may be necessary confirmed in all respects.”

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Konica Yadav)
Place : Gurugram Company Secretary and Compliance Officer
Date : 13 May 2022 Membership No. : A30322

NOTES :
1. This AGM is convened through Video Conferencing 3. e-AGM: The Company has appointed KFin Technologies
(“VC”)/Other Audio Visual Means (“OAVM”) pursuant Limited (“KFin”), Registrar and Transfer Agent of the
to General Circular number 14/2020 dated 8 April Company, as the authorised agency to provide VC/
2020, 17/2020 dated 13 April 2020, 20/20 dated 5 OAVM facility for conducting AGM electronically and
May 2020, 28/2020 dated 17 August 2020, 02/2021 for voting through remote e-voting or through e-voting
dated 13 January 2021, 19/2021 dated 8 December at the e-AGM.
2021, 21/2021 dated 14 December 2021 and 02/2022 4. Pursuant to the provisions of the Act, normally, a
dated 5 May 2022 issued by the Ministry of Corporate Member entitled to attend and vote at the AGM is
Affairs (MCA) and Circular No. SEBI/HO/CFD/CMD1/ entitled to appoint a proxy to attend and vote on his/
CIR/P/2020/79 dated 12 May 2020, Circular No. SEBI/ her behalf who may or may not be a Member of the
HO/CFD/CMD2/CIR/P/2021/11 dated 15 January 2021 Company. Since this AGM is being held pursuant to the
and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 MCA Circulars through VC/OAVM, physical attendance
on 13 May 2022 of Securities and Exchange Board of of Members has been dispensed with. Further as per
India (“SEBI”) which allows the companies to hold the the MCA Circulars and SEBI Circular the facility for
Annual General Meeting of companies through Video appointment of proxies by the Members will not be
Conferencing or Other Audio Visual Means (“VC / available for the e-AGM.
OAVM”), without the physical presence of the Members
5. The explanatory statement pursuant to Section 102 of
at a common venue.
the Act setting out material facts concerning the special
2. In compliance with applicable provisions of the Act business under Item No’s. 4 to 8 of the accompanying
read with the MCA Circulars and SEBI Circulars, the Notice. The Board of Directors of the Company at
32nd Annual General Meeting of the Company is being its meeting held on 13 May 2022 considered all the
conducted through Video Conferencing or Other Audio businesses mentioned in the notice of the AGM as
Visual Means (“VC / OAVM”) (hereinafter referred to as being unavoidable, and needed to be transacted at the
“AGM’ or “e-AGM”). In accordance with the Secretarial 32nd AGM of the Company.
Standard-2 on General Meeting issued by the Institute
6. The relevant details required to be given under
of Company Secretaries of India (ICSI) read with
Regulation 36(3) of the SEBI (LODR) Regulations and in
Guidance/Clarification dated 15 April 2020 issued by
terms of Secretarial Standard - 2 on General Meeting
ICSI, the proceedings of the AGM shall be deemed to
issued by the Institute of Company Secretaries of
be conducted at the Registered Office of the Company
India, in respect of the Directors seeking appointment/
which shall be the deemed Venue of the e-AGM.
re-appointment at the 32nd AGM are annexed hereto

8
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
as Annexure - A to the Notice which forms part of the the quorum under Section 103 of the Act.
explanatory statement. The Company has received 13. Remote e-Voting: Pursuant to the provisions of Section
relevant disclosure/consent from the Directors seeking 108 of the Act, Rule 20 of the Companies (Management
appointment/re-appointment. and Administration) Rules, 2014, Regulation 44 of
7. Institutional / Corporate Shareholders (i.e. other SEBI (LODR) Regulations and the MCA Circulars, the
than individuals / HUF, NRI, etc.) are required to Company is providing facility of remote e-voting to its
send a scanned copy (PDF/JPG Format) of its Board Members through Company’s Registrar and Transfer
or governing body Resolution/ Authorisation etc., Agent i.e. KFin. Kindly refer Note no.20(a) below for
authorising its representative to attend the e-AGM on detailed instruction for remote-voting.
its behalf and to vote either through remote e-voting or 14. Voting during the AGM: Members who are present at
during the e-AGM. The said Resolution/Authorisation the e-AGM through VC and have not cast their vote on
should be sent electronically through their registered resolutions through remote e-voting may cast their
email address to the Scrutiniser at vikramjhawar.cs@ vote during the e-AGM through the e-voting system
gmail.com with a copy marked to evoting@kfintech. provided by KFin in the Video Conferencing platform
com and Company’s email id at info@ambergroupindia. during the e-AGM. Kindly refer Note no. 21 below for
com or cs_corp@ambergroupindia.com instruction for e-voting during the AGM.
8. The Company’s Registrar and Transfer Agents for 15. The Company has fixed Friday, 22 July 2022 as the
its Share Registry Work (Physical and Electronic) is cut-off date for identifying the Members who shall be
KFin, having office at Selenium Building, Tower B, eligible to vote through remote e-voting facility or for
Plot number 31-32, Gachibowli, Financial District, participation and voting in the e-AGM. A person whose
Nanakramguda, Serilingampally Mandal, Hyderabad, name is recorded in the Register of Members or in
Telangana – 500032. the Register of Beneficial Owners maintained by the
9. Attending e-AGM: Member will be provided with a depositories as on the cut-off date shall be entitled to
facility to attend the e-AGM through video conferencing vote on the resolutions through the facility of Remote
platform provided by KFin. Members may access e-Voting or participate and vote in the e-AGM.
the same at https://evoting.kfintech.com by clicking 16. THE REGISTER OF MEMBERS AND SHARE TRANSFER
“e-AGM - Video Conference & Streaming” and access BOOKS WILL REMAIN CLOSED FROM 23 JULY 2022
the shareholders’/ Members’ login by using the remote TILL 2 AUGUST 2022 (BOTH DAYS INCLUSIVE) FOR
e-voting credentials which shall be provided as per THE PURPOSE OF AGM FOR THE FINANCIAL YEAR
Note No.20 below. Kindly refer note no.19 below for ENDED ON 31 MARCH 2022.
detailed instruction for participating in e-AGM through
17. In compliance with the aforesaid MCA Circulars and
Video Conferencing.
SEBI Circulars, Notice of the e-AGM along with the
10. The Members can join the e-AGM 15 minutes before Annual Report for the financial year ended on 31 March
the meeting or within 15 minutes after the scheduled 2022 is being sent only through electronic mode to
time of the commencement of the AGM by following those Members whose email addresses are registered
the procedure mentioned in the Notice. with the Company/ Depositories. The Notice calling
11. As per the MCA Circular, facility of joining the e-AGM the AGM and the Annual Report has been uploaded on
through VC/OAVM shall be available for 1000 Members the website of the Company at www.ambergroupindia.
on a first-come-first-served basis. However, this com. The Notice can also be accessed from the
restriction shall not apply to large Shareholders websites of the Stock Exchanges i.e. BSE Limited
(Shareholders holding 2% or more shareholding), at www.bseindia.com and National Stock Exchange
Promoters, Institutional Investors, Directors, Key of India Ltd at www.nseindia.com. The same is also
Managerial Personnel, the Chairpersons of the Audit available on the website of KFin at their website
Committee, Nomination and Remuneration Committee address https://evoting.kfintech.com.
and Stakeholders Relationship Committee, Auditors
18. Procedure for registering the email addresses and
etc.
obtaining the Annual Report, e-AGM notice and
12. A member’s log-in to the Video Conferencing platform e-voting instructions by the shareholders whose email
using the remote e-voting credentials shall be addresses are not registered with the Depositories (in
considered for record of attendance of such member case of shareholders holding shares in Demat form)
for the e-AGM and such member attending the or with RTA (in case the shareholders holding shares
meeting will be counted for the purpose of reckoning in physical form).

9
NOTICE (Contd.)

i. Those Members who have not yet registered their Company can be selected.
email addresses are requested to get their email ii. Please note that the Members who do not have
addresses registered by following the procedure the User ID and Password for e-Voting or have
given below: forgotten the User ID and Password may retrieve
a. Members holding shares in physical form, the same by following the instructions provided in
may register their email address and mobile remote e-voting in Note No.20 below.
number with Company’s Registrar and iii. Members are encouraged to join the Meeting
Share Transfer Agent, KFin by sending an through Desktops, Laptops, Smart phones,
e-mail request at the email ID einward.ris@ Tablets and iPads with Google Chrome (preferred
kfintech.com along with scanned copy of browser), Safari, Internet Explorer, Microsoft Edge,
the duly signed request letter by first holder Mozilla Firefox 22 for better experience.
providing the email address, mobile number,
iv. Further, Members will be required to allow access
self-attested PAN copy and copy of share
to the Camera, if any, and are requested to use
certificate for registering their email address
Internet with good speed to avoid any disturbance
and receiving the Annual report, AGM Notice
during the meeting.
and the e-voting instructions.
v. Please note that participants using Mobile
b. Members holding shares in demat form can
Devices or Tablets or Laptops or accessing the
get their email ID registered by contacting
internet via “Mobile Hotspot” may experience
their respective Depository Participant/s.
Audio/Video loss due to Fluctuation in their
ii. Those Members who have not registered their respective network. It is therefore recommended
email and in consequence the Annual Report, to use Stable Wi-Fi or LAN Connection to mitigate
Notice of e-AGM and e-voting notice could any kind of aforesaid glitches.
not be served, may temporarily get their email
vi. Facility of joining the AGM through VC / OAVM
address and mobile number provided with the
shall open 30 minutes before the time scheduled
Company’s Registrar and Share Transfer Agent,
for the AGM and will be available for Members on
KFin by clicking the link: https://ris.kfintech.com/
first-come first- served basis. Facility of joining
clientservices/mobilereg/mobileemailreg.aspx
AGM will be closed on expiry of 15 minutes from
for sending the same. Shareholders are requested
the schedule time of the AGM.
to follow the process as guided to capture the
email address and mobile number for sending the vii. Submission of Questions / queries prior to
soft copy of the Annual Report, Notice of e-AGM e-AGM:
and e-voting instructions along with the User ID a) Members desiring any additional information
and Password. In case of any queries, shareholder with regard to Accounts/ Annual Reports or
may write to einward.ris@kfintech.com. has any question or query are requested
iii. Those Members who have registered their to write to the Company Secretary on the
e-mail address, mobile no., postal address and Company’s investor email-id i.e., info@
bank account details are requested to validate/ ambergroupindia.com or cs_corp@
update their registered details by contacting the ambergroupindia.com and marking a
Depository Participant in case of shares held in copy to evoting@kfintech.com mentioning
electronic form or by contacting KFin, the Registrar their name, DP ID- Client ID/ Folio number
and Share Transfer Agent of the Company, in case atleast 2 days before the date of the e-AGM
of shares held in physical form. so as to enable the Management to keep
the information ready. Please note that,
19. Instructions to the Members for attending the e-AGM
Members’ questions will be answered only if
through Video Conference.
they continue to hold the shares as of cut-off
i. For attending the e-AGM: Member will be provided date.
with a facility to attend the e-AGM through
b) Alternatively, shareholders holding shares as
video conferencing platform provided by KFin.
on cut-off date can also post their questions
Members may login into its website link https://
by logging on to the link https://emeetings.
emeetings.kfintech.com by using the remote
kfintech.com, by mentioning their name,
e-voting credentials. After logging in, click on
“Video Conference” option and the Name of the

10
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
demat account number/folio number, email Individual demat account holders would be able to
ID, mobile number. The window shall be cast their vote without having to register again with
activated during the remote e-voting period the e-voting service provider (ESP) thereby not only
and shall be closed 24 hours before the time facilitating seamless authentication but also ease
fixed for the e-AGM. and convenience of participating in e-voting process.
Shareholders are advised to update their mobile
viii. Speaker Registration before e-AGM:
number and e-mail ID with their DPs to access e-voting
In addition to above, speaker registration may facility.
also be allowed during the remote e-voting period.
i. The remote e-voting facility will be available
Shareholder who wish to register as speakers
during the following period:
are requested to visit https://emeetings.kfintech.
com and click on ‘Speaker Registration’ during a) Day, date and time of commencement of
this period. Shareholders shall be provided with a remote e-voting 30 July 2022 (9.00 A.M. IST)
‘queue number’ before the e-AGM. Shareholders and ends on 1 August 2022 (5.00 P.M. IST).
are requested to remember the same and wait b) Day, date and time of end of remote e-voting
for their turn to be called by the Chairman of the beyond which remote e-voting will not be
meeting during the Question Answer Session. Due allowed 1 August 2022 at 5:00 P.M.
to limitations of transmission and coordination ii. Details of website: https://evoting.kfintech.com
during the e-AGM, the Company may have to
iii. The voting rights of the Members holding shares
dispense with or curtail the Speaker Session,
in physical form or in dematerialised form, in
hence shareholders are encouraged to send their
respect of e-voting shall be reckoned in proportion
questions etc. in advance as provided in Note
to their share in the paid-up equity share capital
No.19 (vii) above.
as on the cut-off date being Friday, 22 July 2022.
ix. Members who wish to inspect the Register of A person who is not a Member as on the cut-
Directors and Key Managerial Personnel and their off date should treat Notice of this Meeting for
shareholding maintained under Section 170 of information purposes only.
Companies Act, 2013 and Register of Contracts
iv. The Company is sending through email, the AGM
or arrangements in which directors are interested
Notice and the Annual Report to the shareholders
maintained under Section 189 of the Act, can
whose name is recorded as on Friday, 1 July 2022
send an email to cs_corp@ambergroupindia.com.
in the Register of Members or in the Register of
20. The procedure and instructions for remote e-Voting Beneficial Owners maintained by the depositories.
facility are as follows: Any person who acquires Shares of the Company
In compliance with the provisions of Section 108 of the and becomes Member of the Company after
Act read with Rule 20 of the Companies (Management 1 July 2022 being the date reckoned for sending
and Administration) Rules, 2014, as amended and through email, the AGM Notice & Annual Report
the provisions of Regulation 44 of the SEBI (LODR) and who holds shares as on the cut-off date i.e.
Regulations, the Members are provided with the facility 22 July 2022 may obtain the User Id and password
to cast their vote remotely on all resolutions set-forth in in the manner as mentioned below:
this notice through remote e-voting platform provided a) If the mobile number of the Member is
by KFin (‘remote e-voting’). Members attending the registered against Folio No./ DPID Client
e-AGM who have not already cast their vote by remote ID, the Member may send SMS: MYEPWD
e-voting shall be able to cast their vote electronically <space> ‘e-voting Event Number +
during the meeting (e-voting) when window for e-voting Folio number or DPID Client ID to +91-
is activated upon instructions of the Chairman. 9212993399.
However, in pursuant to SEBI Circular No. SEBI/HO/ Example for NSDL:
CFD/CMD/CIR/P/2020/242 dated 9 December 2020 MYEPWD<SPACE>IN12345612345678
on “e-voting facility provided by Listed Companies”,
Example for CDSL:
e-voting process has been enabled to all the individual
MYEPWD<SPACE>1402345612345678
demat account holders, by way of single login
credential, through their demat accounts / websites of Example for Physical:
Depositories / DPs in order to increase the efficiency of MYEPWD<SPACE>XXXX1234567890
the voting process.

11
NOTICE (Contd.)

b) If e-mail address or mobile number of the Scrutinisers to scrutinise the e-voting process in
Member is registered against Folio No./ a fair and transparent manner.
DPID Client ID, then on the home page of viii. A Member can opt only for single mode of voting
https://evoting.kfintech.com, the Member i.e., through remote e-voting or voting at the
may click “Forgot Password” and enter Folio e-AGM. If a member casts votes by both modes,
No. or DPID Client ID and PAN to generate a then voting done through remote e-voting shall
password. prevail and vote at the e-AGM shall be treated as
c) Member may call KFin’s Toll free number invalid.
1800-3094-001. Member may send an ix. The procedure and instructions for remote
e-mail request to evoting@kfintech.com. e-voting facility for individual shareholders
v. The remote e-voting will not be allowed beyond holding securities in demat mode are provided as
the aforesaid date and time and the e-voting follows:
module shall be disabled by KFin upon expiry of A. Pursuant to the SEBI circular no. SEBI/
aforesaid period. HO/CFD/CMD/CIR/P/2020/242 dated 9
vi. Details of persons to be contacted for issues December 2020, e-voting process has
relating to e-voting: been enabled to all individual shareholders
Mr. K. Raj Kumar, Assistant Vice President - who hold shares in dematerialised form, by
Corporate Registry, KFin Technologies Limited, way of single login credential, through their
Unit: Amber Enterprises India Limited, Selenium demat accounts / websites of Depositories /
Building, Tower B, Plot No 31-32, Gachibowli, DPs in order to increase the efficiency of the
Financial District, Nanakramguda, Serilingampally voting process.
Mandal, Hyderabad - 500 032. Contact Toll Free Accordingly, the shareholders would be able
No.: 1800-3094-001. to cast their vote without having to register
vii. Details of Scrutiniser: M/s V Jhawar & Co, again with the e-voting service provider
Practicing Company Secretary (Membership No. (“ESP”). Shareholders are advised to update
10300, CP No 11204) has been appointed as the their mobile number and e-mail ID with their
DPs to access e-Voting facility.

Type of shareholders Login Method

Individual Shareholders holding 1. User already registered for Internet based Demat Account Statement (IDeAS)
securities in demat mode with facility:
NSDL I. Visit URL: https://eservices.nsdl.com
II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
III. On the new page, enter User ID and Password.
Post successful authentication, click on “Access to e-Voting”
IV. Click on Company name or e-Voting service provider and you will be re-
directed to e-Voting service provider website for casting the vote during the
remote e-Voting period.
2. User not registered for IDeAS e-Services
I. To register click on link : https://eservices.nsdl.com
II. Select
 “Register Online for IDeAS” or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
III. Proceed with completing the required fields.
IV. Follow steps given in point 1

12
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
Type of shareholders Login Method
3. Alternatively by directly accessing the e-Voting website of NSDL
I. Open URL: https://www.evoting.nsdl.com/
II. C
 lick on the icon “Login” which is available under ‘Shareholder/Member’
section.
III. A
 new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number held with NSDL), Password / OTP and a
Verification Code as shown on the screen.
IV. P
 ost successful authentication, you will requested to select the name of the
Company and the e-Voting Service Provider name, i.e. KFin.
V. O
 n successful selection, you will be redirected to KFin e-Voting page for
casting your vote during the remote e-Voting period.
Individual Shareholders holding 1. Existing user who have opted for Easi / Easiest
securities in demat mode with I. 
Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.
CDSL cdslindia.com
II. Click on New System Myeasi
III. Login with your registered user id and password.
IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFin
e-Voting portal.
V. Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi/Easiest
I. O
ption to register is available at https://web.cdslindia.com/myeasi/
Registration/EasiRegistration
II. Proceed with completing the required fields.
III. Follow the steps given in point 1
3. Alternatively, by directly accessing the e-Voting website of CDSL
I. Visit URL: www.cdslindia.com
II. Provide your demat Account Number and PAN No.
III. S
 ystem will authenticate user by sending OTP on registered Mobile & Email as
recorded in the demat Account.
IV. After successful authentication, user will be provided links for the respective
ESP, i.e KFin where the e- Voting is in progress.
Individual Shareholder login I. Y  ou can also login using the login credentials of your demat account through your
through their demat accounts / DP registered with NSDL /CDSL for e-Voting facility.
Website of Depository Participant II. O
 nce logged-in, you will be able to see e-Voting option. Once you click on e-Voting
option, you will be redirected to NSDL / CDSL Depository site after successful
authentication, wherein you can see e-Voting feature.
III. C
 lick on options available against Company name or e-Voting service provider –
KFin and you will be redirected to e-Voting website of KFin for casting your vote
during the remote e-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and
Forgot Password option available at respective websites.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL is given below :

Login type Helpdesk details

Securities held with NSDL Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at
toll free no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.
comor contact at 022- 23058738 or 022-23058542-43

13
NOTICE (Contd.)

B. The procedure and Instructions for remote prompt you to select the e-voting Event
e-voting facility for shareholders other than Number for Amber Enterprises India
Individual shareholders holding securities Limited.
in demat mode and shareholders holding (vi) If you are holding shares in Demat form
securities in physical mode are provided as and had logged on to https://evoting.
follows : kfintech.com and casted your vote
Members whose email addresses are earlier for any other Company, then
registered with the Company/ Depository your existing login id and password are
Participants(s), will receive an email to be used.
from KFin which will include details of (vii) On the voting page, enter the number of
E-Voting Event Number (EVEN), USER ID shares (which represents the number
and password. They will have to follow the of votes) as on the cut-off date under
following process: “FOR / AGAINST” or alternatively,
(i) Open your web browser during the you may partially enter any number
remote e-voting period and navigate to in “FOR” and partially “AGAINST” but
https://evoting.kfintech.com/ the total number in “FOR/ AGAINST”
(ii) Enter the login credentials (i.e. User ID taken together not exceeding your
and password mentioned in the email). total shareholding as mentioned herein
In case of physical folio, User ID will be above. You may also choose the option
E-Voting Event Number 6732 (EVEN) ABSTAIN. If the shareholder does not
followed by folio number. In case of indicate either “FOR” or “AGAINST” it
demat account, User ID will be your will be treated as “ABSTAIN” and the
DP ID and Client ID. However, if you shares held will not be counted under
are already registered with KFin for either head.
e-voting, you can use your existing User (viii) Members holding multiple folios/demat
ID and password for casting your vote. accounts shall choose the voting
(iii)
After entering these details process separately for each folio/
appropriately, click on “LOGIN”. demat accounts.

You will now reach password change (ix) Voting has to be done for each item of
menu wherein you are required to the notice separately. In case you do not
mandatorily change your password desire to cast your vote on any specific
in the new password filed. The new item it will be treated as abstained.
password shall comprise of minimum (x) You may then cast your vote by
8 characters with at least one upper selecting an appropriate option and
case (A - Z), one lower case (a-z), click on “SUBMIT”. A confirmation box
one numeric value (0-9) and a special will be displayed. Click “OK” to confirm
character (@, #, $, etc.). The system will else “CANCEL” to modify. Once you
prompt you to change your password have voted on the resolution, you will
and update your contact details like not be allowed to modify your vote.
mobile number, e-mail ID, etc. on first During the voting period, Members can
login. You may also enter a secret log in any number of times till they have
question and answer of your choice voted on the resolution(s).
to retrieve your password in case you (xi) Corporate / Institutional Members (i.e.
forget it. It is strongly recommended other than Individuals, HUF, NRI etc.,) are
that you do not share your password also required to upload in the e-voting
with any other person and that you take portal, the scanned certified true copy
utmost care to keep your password (PDF Format) of the Board Resolution/
confidential. Authority Letter etc., together with
(iv) You need to login again with the new attested specimen signature(s) of the
credentials. duly authorised representative(s) or
On successful login, the system will alternatively to e-mail, to the scrutiniser

14
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
at e-mail, vikramjhawar.cs@gmail. (xvi) The resolutions shall be deemed to be
com with a copy marked to evoting@ passed at the registered office of the
kfintech.com. Company on the date of the e-AGM,
The scanned image of the above subject to receipt of the requisite
mentioned documents should be in the number of votes in favour of the
naming format “AMBER – 32nd AGM” resolutions.

In case of any queries, you may refer 21. Instructions for Members for Voting during the e-AGM
the Frequently Asked Questions (FAQs) session
for Members and e-voting User Manual (i) The e-voting window shall be activated upon
for Members available at the download instructions of the Chairman during the e-AGM.
Section of https://evoting.kfintech.com
(ii) E-voting during the AGM is integrate with the VC /
or contact Mr. K.Raj Kumar, Assistant
OAVM platform and no separate login is required
Vice President of KFin Technologies
for the same. Members may click on the voting
Limited at 1800-3094-001 (toll free).
icon on the left side of the screen to cast their
(xii) The Scrutiniser’s decision on the votes.
validity of the vote shall be final.
(iii) Members / shareholders, attending the e-AGM
(xiii) Once the vote on a resolution stated in through Video Conference and who have not cast
this notice is cast by Member through their vote on resolutions through Remote e-Voting
remote e-voting, the Member shall not shall be eligible to cast their vote through e-voting
be allowed to change it subsequently system available during the e-AGM.
and such e-vote shall be treated as final.
(iv) Members who have voted through Remote
The Members who have cast their vote
e-Voting will be eligible to attend the e-AGM,
by remote e-voting may also attend the
however, they shall not be allowed to cast their
e-AGM, however such Member shall
vote again during the e-AGM.
not be allowed to vote again during the
e-AGM. GENERAL INSTRUCTIONS AND INFORMATION FOR
SHAREHOLDERS
(xiv) The Scrutiniser after scrutinising the
votes cast by remote e-voting and e- 22. As per the Central Board of Direct Taxes (CBDT), it is
voting during the e-AGM will make a mandatory to link PAN with Aadhaar number by 31
consolidated Scrutiniser’s Report and March 2022. Post 31 March 2022 or any other date
submit the same forthwith not later as may be specified by the CBDT, RTAs shall accept
than 2 working days of conclusion only valid PANs and the ones which are linked to the
of the e-AGM to the Chairman of the Aadhaar number. The folios in which PAN is / are not
valid as on the notified cut-off date of 31 March 2022
Company or a person authorised by
or any other date as may be specified by the CBDT,
him in writing, who shall countersign
shall also be frozen.
the same.
23. Pursuant to Finance Act 2020, dividend income will
(xv) The Results declared along with the
be taxable in the hands of shareholders w.e.f. 01 April
consolidated Scrutiniser’s Report
2020 and the Company is required to deduct tax at
shall be hosted on the website of the
source from dividend paid to shareholders at the
Company i.e. www.ambergroupindia.
prescribed rates. For the prescribed rates for various
com and on the website of KFin
categories, the shareholders are requested to refer to
i.e. https://evoting.kfintech.com.
the Finance Act, 2020 and amendments thereof.
The results shall simultaneously be
communicated to the stock exchanges The shareholders are requested to update their PAN
i.e. BSE Limited and National Stock with the Company / KFin (in case of shares held in
Exchange of India Ltd where the shares physical mode) and depositories (in case of shares
of the Company are listed. The result held in demat mode).
shall also be displayed on the Notice A Resident individual shareholder with PAN and who
Board at the Registered Office of the is not liable to pay income tax can submit a yearly
Company. declaration in Form No. 15G/15H, to avail the benefit
of non-deduction of tax at source by email to info@

15
NOTICE (Contd.)

ambergroupindia.com. Shareholders are requested to Unpaid Dividend Account, shall be transferred, under
note that in case their PAN is not registered, the tax will Section 124 of the Act, to the Investor Education and
be deducted at a higher rate of 20%. Protection Fund (“IEPF”), established under Section
Non-resident shareholders can avail beneficial rates 125 of the Act. Further, pursuant to the provisions of
under tax treaty between India and their country of Section 124 of the Act and IEPF Rules, all shares on
residence, subject to providing necessary documents which dividend has not been paid or claimed for seven
i.e. No Permanent Establishment and Beneficial consecutive years or more shall be transferred to
Ownership Declaration, Tax Residency Certificate, IEPF Authority as notified by the Ministry of Corporate
Form 10F, any other document which may be required Affairs.
to avail the tax treaty benefits by sending an email to 25. Members who have not yet encashed the dividend
the RTA / Company. warrants in respect of the dividend declared in the
24. Members are requested to note that dividends not financial year as detailed below are requested to make
encashed or remaining unclaimed for a period of 7 their claims to the Company or Company’s Registrar
(seven) years from the date of transfer to the Company’s and Share Transfer Agents.

Year Nature of Dividend Rate of Dividend on share of

par value of ` 10/- each
2019 - 20 1st Interim Dividend ` 1.60 per share
2nd Interim Dividend ` 1.60 per share

26. The details of dividend lying unclaimed in respect of are, therefore, requested to submit their PAN to
this year is available in the website of the Company at their depository participants with whom they are
www.ambergroupindia.com. Members are requested maintaining their demat accounts. Members holding
to contact KFin, the Registrar and Share Transfer shares in physical form can submit their PAN details to
Agents of the Company at the address mentioned in KFin.
Note No. 8 to claim the unclaimed /unpaid dividends. Members are requested to note that, in order to avoid
It may be noted that once the unclaimed dividend is any loss/ interception in postal transit and also to get
transferred to IEPF as above, no claim shall rest with prompt credit of dividend through National Electronic
the Company in respect of such amount. Clearing Service (NECS) / Electronic Clearing Service
27. Updation of Members’ details: Pursuant to the SEBI (ECS), they should update their NECS / ECS details with
Circular No(s). SEBI/HO/MIRSD/MIRSD_RTAMB/P/ the Company’s Registrar and Share Transfer Agents
CIR/2021/655 dated 2 November 2021, SEBI/ HO/ i.e., KFin (for the shares held in physical form) and their
MIRSD/MIRSD_RTAMB/P/CIR/2022/23 dated respective Depository Participants (for the shares held
24 February 2022 and SEBI/HO/MIRSD/RTAMB/ in electronic form).
CIR/P/2021/601 dated 23 July 2021, Company/ Members who are holding the shares in physical form
Registrars and Share Transfer Agents to record are requested to execute the ISR Form-1 & ISR Form-
additional details of Members, including their PAN 2 to update the changes, if any, in their registered
details, KYC details, Nomination details, bank mandate address, signature, contact details, Bank Mandate
details for payment of dividend etc.,. Members holding etc., and to update their PAN Number, Phone Number,
shares in physical form are requested to furnish the Email address, demat account details etc:, and send to
above details to the Company or KFin, its Registrars the Company’s Registrar and Share Transfer Agents
and Share Transfer Agents. Members holding shares indicating their Folio number therein at the address
in electronic form are requested to furnish the details mentioned in Note No. 8.
to their respective DP. Members can execute the Form No. SH-13, Form ISR-
The Securities and Exchange Board of India (“SEBI”) 3 & Form No. SH-14 in respect of shares held by them
has mandated the submission of Permanent Account in physical form pursuant to the provisions of Section
Number (PAN) by every participant in securities 72 of the Act read with Rule 19(1) of the Companies
market. Members holding shares in electronic form (Share Capital and Debentures) Rules, 2014 and SEBI
Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/

16
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
CIR/2021/655 dated 3 November 2021 for registration portfolio management, Members holding shares in
of nomination, declaration Form for opting-out of physical form are requested to consider converting
Nomination and cancellation or variation of nomination their holdings to dematerialised form. The Members
respectively and send to the Company’s Registrar and who are desirous to convert their physical holdings
Share Transfer Agents indicating their Folio number into dematerialised form, may contact the Depository
therein at the address mentioned in Note No. 8. Participant of their choice for dematerialising the
The requisite ISR Forms and nomination forms can same. Members may also contact the Company or its
be downloaded from the website of the Company at Registrars and Transfer Agents, KFin for assistance in
www.ambergroupindia.com & also from the website this regard.
of its Registrar and Share Transfer Agents i.e., KFin 32. Members holding shares in physical form, in identical
Technologies Limited at https://ris.kfintech.com/ order of names, in more than one folio are requested to
clientservices/isc/default.aspx. Members holding send to the Company or RTA, the details of such folios
shares in electronic form are therefore, requested together with the share certificates for consolidating
to furnish their details to their respective Depository their holdings in one folio. A consolidated share
Participant (“DP”) with whom they are maintaining their certificate will be issued to such Members after making
demat accounts for updating their PAN, KYC details, the requisite changes.
Nomination and Bank mandate details etc. 33. In compliance with the aforesaid MCA Circulars and
28. The Members / investors may send their complaints/ SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62
queries, if any to the Company’s Registrar and Share dated 13 May 2022, Notice of the AGM along with
Transfer Agents’ e-mail id: einward.ris@kfintech. the Annual Report 2021-2022 is being sent only
com or to the Company’s official E-mail id: info@ through electronic mode to those Members whose
ambergroupindia.com email addresses are registered with the Company/
29. The information/documents referred to in the Notice Depositories. Members may note that the Notice
and the explanatory statement with regard to the and Annual Report for 2021-22 are also available on
accounts or any other matter to be placed at the AGM the Company’s website www.ambergroupindia.com,
are available for inspection up to the date of AGM and website of the Stock Exchange i.e., BSE Limited at
Members are also requested to write to the Company www.bseindia.com and National Stock Exchange of
on or before 8 July 2022 through email to info@ India Ltd at www.nseindia.com and on the website of
ambergroupindia.com for seeking information, If any, e-voting agency, KFin at https://evoting.kfintech.com.
and the same will be replied by the Company suitably. 34. Members may note that the Annual Report for the year
30. As per Regulation 40 of SEBI (LODR) Regulations, 2021-22 is also available on the Company’s website
as amended, securities of listed companies can be www.ambergroupindia.com for their download.
transferred only in dematerialised form with effect 35. Pursuant to the provisions of Section 108 of the Act
from, 1 April 2019, except in case of request received read with Rule 20 of the Companies (Management and
for transmission or transposition and relodged Administration) Rules, 2014 (as amended), Secretarial
transfers of securities. Further, SEBI vide its circular Standard on General Meetings (SS-2) issued by the
no. SEBI/HO/ MIRSD/RTAMB/CIR/ P/2020/236 dated Institute of Company Secretaries of India (“ICSI”) and
2 December 2020 had fixed 31 March 2021 as the Regulation 44 of SEBI (LODR) Regulations read with
cut-off date for re-lodgment of transfer deeds and the MCA Circulars and SEBI Circular, the Company is
shares that are re-lodged for transfer shall be issued providing remote e-voting facility to its Members in
only in demat mode. respect of the business to be transacted at the 32nd
31. To enhance ease of dealing in securities markets by AGM and facility for those Members to participate in
investors, SEBI has decided that listed companies the AGM to cast vote through e-voting system during
shall henceforth issue the securities in dematerialised the AGM.
form only (vide Gazette Notification no. SEBI/LADNRO/ 36. A person, whose name is recorded in the Register
GN/2022/66 dated 24 January 2022) while processing of Members or in the Register of Beneficial Owners
the service request mentioned in the above notification maintained by the depositories as on the cut-off date
(viz., Issue of duplicate securities certificate, Claim shall be entitled to avail the facility of remote e-voting
from Unclaimed Suspense Account, Transmission and or casting vote through e-Voting system during the
Transposition etc). In view of this and to eliminate all meeting.
risks associated with physical shares and for ease of 37. In case of joint holders, the Member whose name

17
NOTICE (Contd.)

appears as the first holder in the order of names as 39. The transcript of this meeting, shall be made available
per the Register of Members of the Company will be on the website of the Company.
entitled to vote at the e-AGM. 40. The results declared along with the report of the
38. During the 32nd AGM, the Chairman shall, after Scrutiniser shall be placed on the website of the
response to the questions raised by the Members Company at www.ambergroupindia.com and on the
in advance or as a speaker at the e-AGM, formally website of KFin immediately after the declaration of
propose to the Members participating through VC/ Results by the Chairman or a person authorised by him.
OAVM Facility to vote on the resolutions as set out The results shall also be immediately forwarded to the
in the Notice of the AGM and announce the start stock exchanges, where the shares of the Company
of the casting of vote through the e-voting system. are listed.
After the Members participating through VC/OAVM 41. Since the AGM will be held through VC / OAVM, the
Facility, eligible and interested to cast votes, have cast Route Map, proxy form and attendance slip are not
the votes, the e-voting will be closed with the formal annexed to this Notice.
announcement of closure of the e-AGM.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Konica Yadav)
Place : Gurugram Company Secretary and Compliance Officer
Date : 13 May 2022 Membership No. : A30322

18
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
EXPLANATORY STATEMENT
{Pursuant to Section 102 of the Companies Act, 2013}
As required by Section 102 of the Companies Act, 2013 (the Act), the following explanatory statement sets out all material
facts relating to the business mentioned under Item No. 4 to 8 of the accompanying 32nd AGM Notice.

ITEM NO. 4 The Board of Directors of the Company recommends that

Pursuant to the provisions of Section 148(3) of the the resolution under Item No. 4 be passed in the Interest of
Companies Act, 2013 read with Rule 14 of the Companies the Company.
(Audit and Auditors) Rules, 2014 (including any statutory
ITEM NO. 5
amendment(s) or re-enactments thereof), the Board of
Directors of the Company at their meeting held on 13 May The Board of Directors, upon the recommendation of the
2022, on the recommendation of the Audit Committee, Nomination and Remuneration Committee, have appointed
approved the appointment of M/s. K.G. Goyal & Associates, Mr. Arvind Uppal as an Additional Director of the Company
a firm of Cost Accountants (Firm Registration No. 000024), in capacity of Non Executive and Independent Director with
having its office at 4A, Pocket 2, Mix Housing Scheme, New effect from 13 May 2022 for a term of 2 (Two) consecutive
Kondli, Mayur Vihar – III, New Delhi – 110096 as a Cost years, subject to approval by the Members of the Company
Auditor of the Company for the financial year 2022 – 23 at at the General Meeting.
a remuneration of ` 45,000/- (Rupees Forty Five Thousand Terms of the Appointment of Independent Directors of the
Only) per annum excluding the applicable tax and out of Company are available on the website of the Company at
pocket expenses, if any, as incurred in the course of above www.ambergroupindia. com. The Company has received
said audit. from Mr. Arvind Uppal (i) consent in writing to act as
In terms of the provisions of Section 148(3) of the Companies Director in Form DIR-2 pursuant to Rule 8 of the Companies
Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit (Appointment & Qualification of Directors) Rules, 2014;
and Auditors) Rules, 2014, the remuneration payable to the (ii) intimation in Form DIR-8 pursuant to Rule 14 of the
Cost Auditor is required to be ratified by the Members of the Companies (Appointment & Qualification of Directors) Rules,
Company. Accordingly, consent of the Members is sought to 2014 to the effect that he is not disqualified in accordance
ratify the remuneration payable to the Cost Auditor. with sub-section (2) of Section 164 of the Companies Act,
2013; (iii) a declaration to the effect that he meets the criteria
The partners of the firm are holding a valid certificate of
of independence as provided in sub-section (6) of section
practice under sub-section (1) of Section 6 of Cost and
149 of the Companies Act, 2013 and Regulation 16(1) (b) of
Works Accountants Act, 1959.
the SEBI (LODR) Regulations.
M/s. K.G. Goyal & Associates, a firm of Cost Accountants,
In terms of Section 160 of the Companies Act, 2013,
had certified that their appointment is within the limits
the Company has received notice in writing from a
prescribed under Section 141(3)(g) read with Section 148 of
member proposing the candidature of Mr. Arvind Uppal
the Companies Act, 2013 and further they are independent
for appointment as a Non – Executive and Independent
firm of Cost Accountants and having arm’s length
Director. In the opinion of the Board, Mr. Arvind Uppal fulfils
relationship with our Company.
the conditions specified in the Act and the rules made
M/s. K.G. Goyal & Associates also confirmed that there are
thereunder and that the proposed director is independent of
no orders or proceedings which are pending against their
the management.
firm or any of their partners relating professional matters of
At the 28th AGM of the Company held on 17 September
conduct before the Institute of Cost Accountants of India or
2018, the Members approved that the total commission/
any competent authority or any court.
remuneration payable to the Non-executive/ Independent
None of the Directors or the Manager or any other Key
Directors per annum shall not exceed one percent (or such
Managerial Personnel or their relatives are concerned or
higher limits as may be prescribed under the Companies Act,
interested whether financial or otherwise, if any, in respect
2013 by way of amendment or re-enactment thereof) of the
of Ordinary Resolution proposed at item No.4.
net profits of the Company for that year as computed in the
The Company has disclosed all the related information and manner specified under Section 198 of the Companies Act,
to the best of understanding of the Board of Directors no 2013, with authority to the Board to determine the manner,
other information and facts are required to be disclosed proportion in which the amount be distributed among Non-
that may enable Members to understand the meaning, Executive/ Independent Directors. The Non- Executive
scope and implications of the item of business and to take and Independent Director of the Company shall be paid
decision thereon.

19
NOTICE (Contd.)

remuneration, from time to time, in accordance with the said since 1 January 2008 and he has been serving as Managing
member’s approval along with sitting fees as prescribed by Director of the Company since 25 August 2017. With his
the provisions of Section 197 of the Companies Act, 2013. in depth knowledge and wide experience of 14 years, he
has been very instrumental in executing the strategy of
Additional Information on Director recommended for
converting the Company into total solution provider for
appointment/re-appointment as required under Regulation
HVAC industry.
36 of SEBI (LODR) Regulations and Secretarial Standards-2
as prescribed by the Institute of Company Secretaries of Under his astute leadership, the Company could not only
India is provided in Annexure-A hereto. become multi location organisation in India but also diversify
into various product categories for India.
Accordingly, in compliance with the provisions of Section
149 of the Companies Act, 2013 read with Schedule IV of the He has provided keen and commendable contribution to
Companies Act, 2013, the appointment of Mr. Arvind Uppal overall growth of Amber. In 2016, he received “Entrepreneur
as Non-Executive and Independent Director is now being of the Year” award from Ludhiana Management Association.
placed before the Members for their approval. In 2017, he played pivotal role in successful completion
of Initial Public Offering of the Company. His leadership
Mr. Arvind Uppal is deemed to be interested in the resolution
skills and meticulous attention to execution, enabled the
set out at Item No. 5 of the Notice with regard to his
Company towards operational excellence, technological
appointment. None of the Director(s) and/or Key Managerial
advancements, new product line up, and continuous
Personnel(s) and their relative(s) is either directly or
innovation.
indirectly concerned or interested, financially or otherwise in
the proposed resolution. The present term of Mr. Daljit Singh is expiring on 24
August 2022 and being eligible under Section 196, 197
The Company has disclosed all the related information and
read with Schedule V of the Companies Act, 2013, it
to the best of understanding of the Board of Directors, no
would be appropriate to re-appoint Mr. Daljit Singh for a
other information and facts are required to be disclosed
period of 5 (Five) consecutive years w.e.f. 25 August 2022.
that may enable the Members to understand the meaning,
Therefore, the Board of Directors of the Company, based
scope and implications of the items of business and to take
on the recommendation of Nomination and Remuneration
decision thereon.
committee of the Board, has recommended to reappoint
The terms and conditions of appointment alongwith the Mr. Daljit Singh as Managing Director of the Company for a
Appointment Letter and Declaration of Director is open period of Five consecutive years w.e.f 25 August 2022.
for inspection by the Members at the Registered Office of
the Company on all working days, except Saturday, during Additional Information on Director recommended for
business hours up to the date of the meeting and the venue appointment/re-appointment as required under Regulation
of the meeting during the meeting. 36 of SEBI (LODR) Regulations and Secretarial Standards-2
as prescribed by the Institute of Company Secretaries of
Your Board recommends the said resolution as an
India is provided in Annexure-A hereto.
ORDINARY RESOLUTION, for your approval.
This explanatory statement may also be read and treated as
ITEM NO. 6 disclosure in compliance with the requirements of Section
Mr. Daljit Singh (DIN : 02023964) was appointed as a 190 of the Companies Act, 2013.
Managing Director of the Company at the Board meeting The terms of appointment including remuneration and
of the Company held on 25 August 2017 for a period of perquisites, in addition to the applicable policies of the
consecutive 5 (Five) years. His present term is due for Company, are given below, with such revision as the Board/
renewal on 24 August 2022. Nomination & Remuneration Committee of the Board may
Mr. Daljit Singh has been serving the Board of the Company, approve from time to time :

Particulars Terms of remuneration (Per month)

Basic Salary : ` 2,01,60,000/- per annum
Commission : Commission, subject to the condition that overall
remuneration (including commission) shall not exceed
` 5 Crore or 5% of net profit of the Company, whichever is
less, payable for the financial year in which adequate profit
is earned.

20
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
Particulars Terms of remuneration (Per month)
Income from Associate Companies or subsidiary : ` 30,00,000/- per annum, from PICL (India) Private Limited,
Companies, subject to revision by their Board. the Wholly Owned Subsidiary
Employee Stock Options : N.A.

Other Condition: 3. AmberPR Technoplast India Private Limited

1 Contribution towards Provident Fund, Superannuation (“AmberPR”) - 73% stake in equity share capital
Fund, Annuity Fund, National Pension Scheme shall be 4. Pravartaka Tooling Services Private Limited
as per the policy of the Company. (“Pravartaka”) – 60% stake in equity share capital
2 Gratuity and/or contribution to the Gratuity Fund of The Company has acquired the business of AmberPR
Company shall be as per the policy of the Company or on 1 December 2021 and Pravartaka on 1 February 2022
as per applicable law. AmberPR principal business activities interalia consists
3 Other perquisites - such other perquisites and of manufacturing of (i) cross flow fans and its plastic
allowances as per the policy / rules of the Company in parts, (ii) fans and fan guard for outdoor units of room air
conditioners, (iii) plastic parts for water dispenser and
force and/ or as may be approved by the Board from
refrigeration applications (other than automobile industry)
time to time.
and (iv) plastic parts for seats of trucks, tractors and buses
4 Reimbursement of all actual expenses or charges and Pravartaka is engaged in the business manufacturing of
incurred by Mr. Daljit Singh for and on behalf of the injection mould tool manufacturing, injection moulding and
Company in furtherance of its business or objectives. rubber components manufacturing.
Explanation: The Company is currently in the phase of growth by itself
a. For the purpose of leave travel concession and medical and through its new acquired subsidiaries, for which
expenses, it includes family of Mr. Daljit Singh which there is an ongoing requirement for funds for meeting the
comprises of spouse and children’s of Mr. Daljit Singh. working capital and capital expenditure of subsidiaries and
at present, their funding requirements are currently met
b. Perquisites shall be evaluated as per Income Tax Rules,
through borrowed funds and fund infused by the Members
wherever applicable.
in their inter-se equity shareholding ratio.
c. The aforesaid remuneration payable to Mr. Daljit
The management of AmberPR and Pravartaka are with your
Singh can be revised from time to time by the Board
Company and your Company is responsible for their day to
of Directors or its Committee based on the approval of
day management.
Members.
The Company is expected to render support for the business
Except, Mr. Daljit Singh and Mr. Jasbir Singh, none of the requirements of above companies in the group, from time to
Directors or Key Managerial Personnel(s) of the Company or time by way of making loan(s) including loan represented by
their relatives are in any way, concerned or interested either way of Book Debt (the “loan”) to AmberPR and Pravartaka.
financially or otherwise, in the said resolution. The said loan(s) shall be utilitsed by AmberPR and Pravartaka
The Board of Directors of the Company recommends that for their principal business activities and the matters
the Resolution under Item No. 6 be passed in the interest of connected and incidental thereto (the “Principal Business
the Company. Activities”). AmberPR and Pravartaka are entities covered
under the category of ‘a person in whom any of the Director
ITEM NO. 7 of the Company is interested’ as specified in the explanation
Pursuant to Section 185 of the Companies Act, 2013 (as to sub-section 2 of the Section 185 of the Companies Act,
amended by the Companies (Amendment) Act, 2017, 2013 and hence consent of the Members is being sought
a Company may advance any loan including any loan by way of a Special Resolution pursuant to Section 185 of
represented by book debt to any entity covered under the the Companies Act, 2013 (as amended by the Companies
category of ‘a person in whom any of the director of the (Amendment) Act, 2017) for making of loan(s) to AmberPR
and Pravartaka an aggregate outstanding amount not
Company is interested’ as specified in the explanation to
exceeding Rs. 50 Crore (Rupees Fifty Crore Only) per annum,
Section 185(2)(b) of the Companies Act, 2013, after passing
respectively for each entity, in their absolute discretion deem
special resolution in the general meeting.
beneficial and in the interest of the Company, provided that
The details of the existing subsidiaries are as follows : such Loan(s) are utilized by the above company(ies) for their
1. IL JIN Electronics (India) Private Limited (“IL JIN”) - principal business activities.
70% stake in equity share capital The Board of Directors recommends the resolution set out
2. Ever Electronics Private Limited (“Ever”) - 70% stake in at Item no. 7 to be passed as a Special Resolution by the
equity share capital Members.

21
NOTICE (Contd.)

Except, all the executive directors i.e. Mr. Jasbir Singh and in its absolute discretion and whether or not such investors
Mr. Daljit Singh, none of the Directors or the Manager or are Members of the Company, for cash, in one or more
any other Key Managerial Personnel or their relatives are tranches, without or without a green shoe option, through
concerned or interested whether financial or otherwise, if a public issue, preferential allotment, private placement, or
any, in the resolutions set out at item No. 7. The Board of a rights issue (including one or more qualified institutions
Directors of your Company recommends that the Special placements (“QIP”) in accordance with the applicable
Resolution under Item No. 7 be passed in the interest of your provisions of the Companies Act (as defined hereinafter) and
Company. the SEBI ICDR Regulations), or through any other permissible
Further, none of the Promoter or Director(s) or any key mode and / or combination thereof as may be considered
managerial personnel of the Company hold any shareholding appropriate, in terms of Sections 23, 41, 42, 62, 71, and other
in their personal capacity in AmberPR and Pravartaka. applicable provisions of the Companies Act, 2013 and the
applicable rules made thereunder (including the Companies
ITEM NO. 8 (Prospectus and Allotment of Securities) Rules, 2014 and
The Company anticipates growth opportunities in its the Companies (Share Capital and Debentures) Rules, 2014),
existing operations and continues to evaluate various each including any amendment(s), statutory modification(s),
avenues for organic expansion and inorganic opportunities. or re-enactment(s) thereof (“Companies Act”) and in
Towards this, the Company continues to require capital for accordance with the provisions of the memorandum of
achieving such growth and expansion. Accordingly, subject association and articles of association of the Company, the
to compliance with applicable laws, the Company and Board SEBI ICDR Regulations, the Securities and Exchange Board
of Directors of the Company hereby seeking the ENABLING of India (Listing Obligations and Disclosure Requirements)
RESOLUTION from the shareholders of the Company to Regulations, 2015, and the Foreign Exchange Management
raise capital upto ` 500 Crore (Rupees Five Hundred Crore Act, 1999 and the regulations made thereunder, including
Only) for the purposes of funding its capital expenditures Foreign Exchange Management (Non-Debt Instruments)
required for the long term growth of its businesses; loans Rules, 2019, the Consolidated FDI Policy issued by the
to and investments in its subsidiaries for their long term Department of Industrial Policy and Promotion, Ministry of
& short term business purposes and pre-payment and/ Commerce and Industry, Government of India from time to
or repayment of Company and/or its subsidiaries debts; time, the Issue of Foreign Currency Convertible Bonds and
financing other long term and working capital requirements Ordinary Shares (Through Depository Receipt Mechanism)
of the Company and/or its subsidiaries; making strategic Scheme, 1993, the Depository Receipts Scheme, 2014 each
acquisitions or joint ventures and general corporate as amended; the listing agreements entered into by the
purposes, as may be permissible under applicable law and Company with the stock exchanges where the equity shares
approved by the Board of Directors of the Company. of face value of ` 10 (Rupees Ten Only) of the Company
are listed (“Stock Exchanges”, and such equity shares, the
In line with the above, the Company proposes to raise funds
“Equity Shares”); and any other provisions of applicable
through the issuance of any instrument or security, including
law (including all other applicable statutes, clarifications,
equity shares, fully / partly convertible debentures, global
rules, regulations, circulars, notifications, and guidelines
depository receipts, American depository receipts, foreign
issued by the Government of India, Ministry of Corporate
currency convertible bonds, non—convertible debentures,
Affairs, Reserve Bank of India, Securities and Exchange
warrants (collectively, the “Securities”), or any combination
Board of India (“SEBI”), Stock Exchanges, and such other
of Securities, for an aggregate consideration of up to ` 500
statutory / regulatory authorities). Accordingly, the Board of
Crore (Rupees Five Hundred Crore Only) to all or any such
Directors of the Company (“Board”, which term shall include
investors, jointly and / or severally, that may be permitted
any committee which the Board may have constituted
to invest in such issuance of Securities, including resident
or may constitute to exercise its powers, including the
or non—resident / foreign investors (whether institutions
powers conferred by this resolution), at its meeting held on
and / or incorporated bodies and / or trusts or otherwise) /
13 May 2022, subject to the approval of the Members of the
foreign portfolio investors / mutual funds / pension funds /
Company, approved the raising of funds at such price and on
venture capital funds / banks / alternate investment funds /
such terms and conditions as may be deemed appropriate
Indian and / or multilateral financial institutions / insurance
by the Board at its sole and absolute discretion, taking into
companies / any other qualified institutional buyers as
consideration market conditions and other relevant factors
defined under the Securities and Exchange Board of India
and wherever necessary, in consultation with the book
(Issue of Capital and Disclosure Requirements) Regulations,
running lead manager(s) and / or other advisor(s) appointed
2018 (“SEBI ICDR Regulations, and the qualified institutional
in relation to issuance of Securities, in accordance with
buyers, the “QIBs”) / any other category of persons or entities
applicable laws, and subject to regulatory approvals (as
who are authorised to invest in the Securities in terms of
necessary).
applicable law, as may be deemed appropriate by the Board

22
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
The resolution proposed is an ENABLING RESOLUTION pursuant to any such QIP in terms of the resolution would be
and the exact price, proportion, and timing of the issue of subject to the provisions of the memorandum of association
the Securities in one or more tranches and the remaining and articles of association of the Company and shall rank,
detailed terms and conditions for the issuance of Securities in all respects, pari passu with the existing Equity Shares of
will be decided by the Board, in accordance with the SEBI the Company.
ICDR Regulations, in consultation with book running lead The pricing of the Securities shall be determined in
manager(s) and / or other advisor(s) appointed in relation accordance with the relevant provisions of the SEBI ICDR
to the issuance of Securities and such other authorities Regulations, the Companies Act, and any other applicable
and agencies as may be required to be consulted by the law. The resolution enables the Board, in accordance with
Company. Further, the Company is yet to identify the applicable law, to offer a discount of not more than 5% or
investor(s) and decide the quantum of Equity Shares to such percentage as may be permitted under applicable law
be issued to them. Hence, the details of the proposed on the price determined in accordance with the SEBI ICDR
allottees, percentage of their post – issue shareholding and Regulations.
the shareholding pattern of the Company are not provided.
The Securities allotted as above would be listed on the Stock
Accordingly, the Board may, in its discretion, adopt one or
Exchanges. As and when the Board takes a decision on
more of the mechanisms for raising of funds to meet is
matters on which it has the discretion, necessary disclosures
objectives as stated in the paragraphs above without the
will be made to the Stock Exchanges as may be required
need for fresh approval from the Members of the Company.
under the provisions of the SEBI (LODR) Regulations.
The proposal, therefore, seeks to confer upon the Board the
absolute discretion and adequate flexibility to determine the The approval of the Members is being sought to enable the
terms of the issuance. Board to decide on the issuance of Securities, to the extent
and in the manner stated in the Special Resolution, as set
The relevant date for the purpose of pricing the Securities
out in item no. 8 of this notice, without the need for any fresh
shall be date of the meeting in which the Board decides to
approval from the Members of the Company in this regard.
open the issue of the Securities, subsequent to receipt of
approval from the Members of the Company, in terms of The Board recommends the resolution for approval of the
applicable law; in the event that convertible securities (as shareholders. None of the Directors or the Manager or
defined under the SEBI ICDR Regulations) are issued to any other Key Managerial Personnel or their relatives are
QIBs by way of a QIP, the relevant date for pricing of such concerned or interested whether financial or otherwise, if
Securities shall be either the date of the meeting in which any, in respect of Special Resolution proposed at item No. 8.
the Board decides to open the issue of such convertible The proposed issuance of Securities is in the interest of the
securities or the date on which the holders of such Company and the Board recommends the resolution set out
convertible securities become entitled to apply for the Equity at item no. 8 of the notice for the approval of the Members
Shares, as determined by the Board. as a Special Resolution.
In the event that such issuance of Securities is undertaken by Documents referred hereinabove in the Notice shall be
way of a QIP, the allotment of Securities shall be completed available for inspection by the Members at the Registered
within a period of 365 days from passing the Special Office of the Company on all working days, except Saturday,
Resolution by the Members of the Company. Further, the during business hours up to the date of the meeting and the
Equity Shares offered, issued, and allotted by the Company venue of the meeting during the meeting.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Konica Yadav)
Place : Gurugram Company Secretary and Compliance Officer
Date : 13 May 2022 Membership No. : A30322

23
NOTICE (Contd.)

ANNEXURE A

ADDITIONAL INFORMATION ON DIRECTOR RECOMMENDED FOR RE-APPOINTMENT AS REQUIRED UNDER REGULATION

36 OF SEBI (LODR) REGULATIONS AND SECRETARIAL STANDARD-2 AS PRESCRIBED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA

Name of Mr. Jasbir Singh Mr. Daljit Singh Mr. Arvind Uppal
Director
Age 47 Years 44Years 60 Years

Qualifications Bachelor’s degree in Production Bachelor’s degree in Electronic Master’s in Business Administration,
Engineering (Industrial Production) from Engineering from Nagpur University. FMS Delhi – 1987.
Karnataka University. Master’s degree in Information Chemical Engineer (BTech), IIT Delhi –
Master’s in Business Administration from Technology from the Rochester 1985
the University of Hull, United Kingdom. Institute of Technology. Program for Executive Development,
I.M.D. Lausane, Switzerland

Experience Mr. Jasbir Singh is serving on the Board of Mr. Daljit Singh has been serving the Mr. Arvind Uppal has over thirty-one
Amber Enterprises India Limited (“Amber”), Board of Amber Enterprises India years in the consumer industry with
since 1 October 2004 and appointed as Limited (“Amber), since 1 January extensive board experience. He held
Chairman and Chief Executive Officer of 2008. He has been serving as key positions in top management,
the Company w.e.f 25 August 2017. Managing Director of the Company general management and marketing
He has played an instrumental role in the since 25 August 2017. across the geographies of Asia pacific
growth of Amber. He has successfully Prior to joining Amber, he worked and Europe. Strategic thinker with a
established various factories in past ten in Morgan Stanley, New York for proven track record of having turned
years and established relationships with six years. He started his career around businesses. Recognized as a
various large brands. Under his guidance, with Morgan Stanley as a Graduate game changer, having received several
Amber has initiated the unique concept of Trainee. With his in depth knowledge accolades during his leadership roles
Additive Manufacturing solutions in RAC. and wide experience of 14 years, with an inherent passion to nurture and
he has been very instrumental in mentor startups.
He is having more than 19 years of executing the strategy of converting
experience in the RAC manufacturing Mr. Arvind Uppal is a Director and Non-
Amber into total solution provider Executive Chairman of Whirlpool of
sector. for HVAC industry. India Ltd.
He successfully converted the business Under his astute leadership, Amber
model from sheet metal fabrications to could not only become multi He has served as a President of
the largest manufacturer of Room Air location organization in India but Whirlpool Corp Asia Pacific from 2008 -
conditioners (RAC) and dominant player also diversify into various product 2017 and as an Independent Director of
in the functional components space in categories for India. Akzo Nobel India Ltd Until 2021.
consumer durable industry. Through his He has provided keen and He has served as a President of
unique additive manufacturing solution commendable contribution to Whirlpool Corp Asia Pacific from 2008 -
strategy of providing comprehensive overall growth of Amber. In 2016, 2017 and as an Independent Director of
integrated solutions like Electronics, he received “Entrepreneur of Akzo Nobel India Ltd Until 2021.
Heat Exchangers, Case liners, MWO the Year” award from Ludhiana He is also appointed as an Independent
cavities, Finished Goods like Window AC, Management Association. In 2017, Director on the Board of Gulf Oil
Split AC, Inverter AC at the door step of he played pivotal role in successful Lubricants India Limited
customers, he enabled the Company to completion of Initial Public Offering
take leadership position in RAC Sector. He holds Master’s degree in Business
of the Company. His leadership
Administration from FMS Delhi and
Mr. Jasbir Singh expanded the skills and meticulous attention to
Bachelor’s in Chemical Engineer from
manufacturing footprints from a cozy execution, enabled the Company
IIT Delhi.
town of Punjab named Rajpura to towards operational excellence,
Pan India presence, having various technological advancements, new Awards and Accolades
Manufacturing plants in vicinity to product line up, and continuous • ‘Business Leader of the year – 2016’
customer clusters in state of Uttarakhand, innovation. awarded by Indo American Chamber
Maharashtra, Uttar Pradesh, Haryana, He recently concluded successful of Commerce.
Gujarat, Andhra Pradesh, Tamil Nadu, acquisition of AmberPR • ‘Best CEO Consumer Durables –
Rajasthan and Punjab. Technoplast India Private Limited 2015’ awarded by Business Today.
and Pravartaka Tooling Services
Private Limited, which geared to • ‘Appliance Man of the Year –
provide more diversified range of 2011’ awarded by Confederation
solutions in injection molding tools of Electronics and Appliance
and components for industries Manufacturers Association
such as automotive, electronics & •  ‘Business Leader of the year – 2008’
consumer durables including RACs. awarded by NDTV Profit

24
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
Name of Mr. Jasbir Singh Mr. Daljit Singh Mr. Arvind Uppal
Director
Some of his key achievements are:
• Successfully acquired PICL (India)
Private Limited in 2012, the wholly
owned subsidiary of Amber. Further
played an instrumental role in
acquisitions of two PCB Board
manufacturers i.e. IL JIN Electronics
(India) Private Limited and Ever
Electronics Private Limited and.
• He piloted successful acquisition of
Sidwal Refrigeration Industries Private
Limited and thus forayed in Mobility
Application Space of Air Conditioners
• He recently navigated successful
acquisition of AmberPR Technoplast
India Private Limited and Pravartaka
Tooling Services Private Limited, which
geared to provide more diversified
range of solutions in injection molding
tools and components for industries
such as automotive, electronics &
consumer durables including RACs.
• Played a crucial rule in raising funds
through three Private Equity (“PE”)
from IFCI Ventures in 2011, Reliance
Private Equity in 2012 and ADV
Partners, Singapore in 2017 and helped
in successful exit of all the PE partners
within the stipulated time-period
• Provided dedicated and meritorious
services and significant contribution
to the overall growth of the Company
and successful completion of the Initial
Public Offering (“IPO”) of the Company
and getting the equity shares listed
on both the Stock Exchanges on 30
January 2018.
• Under the leadership and guidance of
Mr. Jasbir Singh, the market share of
Company increased substantially to
26% in value chain of RAC Sector.
He is Co - Chair - FICCI Committee on
Electronics & White Goods Manufacturing
and Honorary Secretary- CEAMA .
He has been awarded with a title of “Man
of Appliances” by Consumer Electronics
& Appliances Manufacturers Association
(“CEAMA”) in November 2018.

25
NOTICE (Contd.)

Name of Mr. Jasbir Singh Mr. Daljit Singh Mr. Arvind Uppal
Director
Terms and 1 October 2004 and appointed as 1 January 2008. He has been 13 May 2022 appointed as an additional
conditions of Chairman and Chief Executive Officer of serving as Managing Director of the director in the capacity of Independent
appointment or the Company w.e.f 25 August 2017, liable Company since 25 August 2017, Director, not liable to retire by rotation.
to retire by rotation. liable to retire by rotation.
re-appointment
Details of ` 2,26,80,000/- per annum plus ` 2,01,60,000/- per annum Only sitting fees to be payable.
remuneration commission, subject to the condition plus commission, subject to
sought to be that overall remuneration (including the condition that the overall
paid and the commission) shall not exceed remuneration (including
` 5 Crore or 5% of net profit of the commission) shall not exceed
remuneration
Company, whichever is less, payable for ` 5 Crore or 5% of net profit of
last drawn by the financial year in which adequate profit the Company whichever is less,
such person, if is earned, with effect from 01 April 2021 payable for the financial year in
applicable on the recommendation of Nomination which adequate profit is earned,
and Remuneration Committee. with effect from 01 April 2021 on
the recommendation of Nomination
and Remuneration Committee,
subject to approval of Members in
the Annual General Meeting of the
Company.

Date of first 1 October 2004 1 January 2008 13 May 2022

appointment on
the Board
Shareholding in 70,59,165 and 20.95% 60,74,205 and 18.03% Nil
the Company
R e l a t i o n s h i p Mr. Daljit Singh is Brother Mr. Jasbir Singh is Brother None
with other
Directors,
Manager and
other Key
Managerial
Personnel of the
Company
Number of 5/5 5/5 N.A.
Meetings of the
Board attended
during the year
Other 1. Amber Enterprises India Limited 1. Amber Enterprises India Limited; 1. Whirlpool of India Limited;
Directorships 2. PICL (India) Private Limited 2. IL JIN Electronics (India) Private 2. Tuscan Ventures Private Limited
3. Appserve Appliance Private Limited Limited; 3. One Degree Turn (OPC) Private
4. ILJIN Electronics (India) Private 3. Ever Electronics Private Limited; Limited
Limited 4. PICL (India) Private Limited 4. Gulf Oil Lubricants India Limited
5. Ever Electronics Private Limited 5. Appserve Appliance Private 5. Amber Enterprises India Limited
6. Consumer Electronics & Appliances Limited; 6. IL JIN Electronics (India) Private
Manufacturers Association 6. Sidwal Refrigeration Industries Limited
7. Pravartaka Tooling Services Private Private Limited
Limited 7. AmberPR Technoplast India
8. AmberPR Technoplast India Private Private Limited (Formerly
Limited (Formerly known as Pasio known as Pasio India Private
India Private Limited) Limited)
8. Pravartaka Tooling Services
Private Limited
9. Amber Enterprises USA Inc.

26
 Amber Enterprises India Limited
Annual Report 2021-22

NOTICE (Contd.)

Notice
MEMBERSHIP/ CHAIRMANSHIP OF COMMITTEES OF OTHER BOARDS

Name of Director Names of the Company Type of Committee Membership Status

Mr. Jasbir Singh Amber Enterprises India Limited Audit Committee Member
Corporate Social Responsibility Member
Committee
Risk Management Committee Member
IL JIN Electronics (India) Private Limited Audit Committee Member
Corporate Social Responsibility Member
Committee
EVER Electronics Private Limited Audit Committee Member
Sidwal Refrigeration Industries Private Limited Audit Committee Member
Corporate Social Responsibility Chairman
Committee
Mr. Daljit Singh IL JIN Electronics (India) Private Limited Nomination and Remuneration Member
Committee
Ever Electronics Private Limited Nomination and Remuneration Member
Committee
Sidwal Refrigeration Industries Private Limited Nomination and Remuneration Member
Committee
Amber Enterprises India Limited Stakeholders Relationship Member
Committee
Corporate Social Responsibility Member
Committee
Risk Management Committee Member
Mr. Arvind Uppal Amber Enterprises India Limited Audit Committee Member
Nomination and Remuneration Chairman
Committee
Stake holder relationship Committee Chairman
Corporate Social Responsibly Member
Committee
IL JIN Electronics (India) Private Limited Audit Committee Chairman
Nomination and Remuneration Member
Committee
Whirlpool of India Limited Stakeholder Relationship Committee Chairman
Corporate Social Responsibility Chairman
Committee
Audit Committee Member
Nomination and Remuneration Member
Committee
Risk Management Committee Member
Gulf Oil Lubricants India Limited Stakeholder Relationship Committee Chairman
Risk Management Committee Chairman
Nomination and Remuneration Chairman
Committee

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