Kamber www.ambergroupindia.

com

Date: 19 September 2018

To To
Secretary Secretary
Lisk'g Department Listing Department
$E Limited National Stock Exchange of India Limited
Department of Corporate Services Phiroze Exchange Plaza, Bandra Kurla Complex,
Jeejeebhoy Towers Dalal Street, Mumbai - 400 Mumbai - 400 050
001
Scrip Code:540902 Scrip Code : AMBER
SIN : lNE371Po1o15 SIN : lNE371Po1o15

Dear Sir/Ma'am,

Sub: Submission of Annual Report pursuant to Regulation 34 of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, Please find attached herewith the Annual Report of the Company for the
financial year 2017-18 as approved and adopted by the Members of the Company at the 28th
Annual general Meeting ('AGM') of the Company held on Monday, 17 September, 2018 at EAGLE
MOTEL, GRAND TRUNK ROAD, RAJPURA, PUNJAB -140401 at 11:00 A.M.

This is for your kind information and records.

Thanking You,

Yours faithfully
For Amber Enterprises India Limited
(Formerly Known as Am çtêrø es (India) Private Limited)

ca Yadav)
Company Secretary and s s iance Officer

End: as above
CINNO. : L28910PB 1990PLC010265

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

Corp. Address: Regd. Office:

Universal Trade Tower, 1st Floor, Sector 49, Gurgaon-122018 C-I, Phase II, Focal Point, Rajpura Town-140401, Punjab
Tel.: +91 124 3923000 I Fax: +91 124 3923016,17 Tel.: +91 1762 232126, 232646 I Fax: +91 1762 232127
 Amber Enterprises India Limited
Annual Report FY 2017 - 18

WaY To Lead
Reading Guide...
Company Overview 1 - 23 Disclaimer
This document contains statements about expected
2 About Amber
future events and financials of Amber Enterprises
4 Our Presence India Limited, which are forward-looking. By their
nature, forward-looking statements require the
6-15 One way to lead
Company to make assumptions and are subject to
16 Financial Performance inherent risks and uncertainties. There is significant
risk that the assumptions, predictions and other
18 Chairman’s Message forward-looking statements may not prove to
20 Our Leadership Team be accurate. Readers are cautioned not to place
undue reliance on forward-looking statements as
22 Corporate Social Responsibility a number of factors could cause assumptions,
23 Corporate Information actual future results and events to differ materially
from those expressed in the forward-looking
statements. Accordingly, this document is subject
Statutory Reports 25 - 111 to the disclaimer and qualified in its entirety by the
assumptions, qualifications and risk factors referred
25 Management Discussion and Analysis to in the Management’s Discussion and Analysis
Report which from part of ths Annual Report of FY
31 Notice
2017-18.
45 Directors’ Report
65 Corporate Governance Report

Please find our Or, simply scan

Financial Sections 112 - 252 online version at : to download
Standalone Financial Section 112 - 181
118 Balance Sheet
119 Statement of Profit & Loss Account ambergroupindia.com/
120 Cash Flow Statement reports-and-results

123 Summary
Consolidated Financial Section 182 - 252
186 Balance Sheet
187 Statement of Profit & Loss Account
188 Cash Flow Statement
191 Summary

Investor information
BSE code 540902

NSE code AMBER

Bloomberg code AMBER: Natl India

Market Capitalisation 3362.89 crores

as on 31 March 2018

AGM date 17 September 2018

Venue Eagle Motel, Grand Trunk Rd,

Rajpura, Punjab 140401
RESIDENTIAL HOMES.
SCHOOLS. OFFICES.
HOSPITALS. MALLS.
RESTAURANTS. AIRPORTS.

Wherever We are Serving ….

you go, you number 8 out of the
will find us Integrated AC manufacturer
providing one-stop solutions
top 10 RAC*
brands

`2,128 Crores
`184 Crores
Operating EBITDA
` 62 Crores
Revenue in 2017-18 PAT in 2017-18
in 2017-18

*RAC:
Room Air-Conditioners
EBIDTA:
Earnings Before Interest, Taxes, Depreciation
& Amortisation and other incomes.
PAT:
Profit After Tax
 2 Annual Report 2017-18
20-21
Our Leadership Team

INDIA’S LEADING
ORIGINAL EQUIPMENT
MANUFACTURER (OEM)/
18-19

ORIGINAL DESIGN
Chairman and CEO’s Perspective

MANUFACTURER (ODM)
OF WHITE GOODS.
Incorporated in 1990, Amber Enterprises India Limited (Amber or
‘the Company’) is India’s leading Original Equipment Manufacturer
1-24

(OEM)/Original Design manufacturer (ODM) of white goods.

The Company offers a wide range of products. It manufactures

55%
Corporate Overview

integrated solutions for Room Air Conditioners (RACs), Indoor Units

(IDUs), Outdoor Units (ODUs), Split and Window Air Conditioners +
(SAC and WAC). As part of its backward integration process, it Market share in
produces critical components like heat exchangers, printed circuit RAC OEM/ODM
boards (“PCBs”), system tubing, sheet metal parts, motors and
injection moulding parts. The Company also strengthened its
position by acquiring PICL (India) Private Limited (“PICL”), IL JIN
Electronics (India) Private Limited (“IL JIN”) and Ever Electronics
Private Limited (“Ever”) which are into key reliable components viz.
motors and PCBs manufacturing.

Besides, it also manufactures non-AC components like inner case

liners and plastic extruded sheets for refrigerators, washing machine
tubs, sheet metal parts and PCBs for refrigerators, washing machine,

19%
microwave, automobile etc.

The Company has progressed over the years to become a one-stop +

solution provider to the major RAC brands in India. It has achieved Market share
the position today owing to its reliable supply of critical components in overall RAC market
in RAC and other consumer durable products. in India

Today, the Company caters 8 out of top 10 RAC brands in India with
its twelve manufacturing facilities across India. Its strong R & D and
innovative product design capabilities make it a partner by choice to
its customers. * Source: Frost & Sullivan Reports
 Amber Enterprises India Limited 3

VISION MISSION PHILOSOPHY

• To be the first choice of • No. 1 OEM /ODM & parts • Smart working
customers manufacturing company
• Innovation
• Add value to the customers’ • Excellent services to our
• Happiness to all
business customers

• Discipline & strong • Create growth for all

management principles associated with our
organisation
112-252
Financial Section

THANK YOU FOR THE GREAT RESPONSE.

After operating for 23 years as a private limited company, we
25-111

dreamt bigger and decided to go public.

We raised Rs 600 Cr through our initial public offering (IPO)

during 2017-18 and the response was overwhelming - 165
Statutory Reports

times oversubscription of the issue!

Our stock was listed on the NSE and BSE at Rs 1,175 and
Rs 1,180 respectively, registering 37% appreciation on the issue
price of Rs 859.
 4 Annual Report 2017-18
20-21
Our Leadership Team

INTEGRATED
MANUFACTURING
18-19

FACILITIES ACROSS
Chairman and CEO’s Perspective

INDIA WITH PROXIMITY

TO THE CUSTOMERS.
1-24
Corporate Overview

123,836
sq.mt.
Total manufacturing
area

12
Facilities

7
Locations
across India
 Amber Enterprises India Limited 5

RAJPURA JHAJJHAR
4,897 sq.mt. 28,300 sq.mt.
R&D lab, painted & Plastic moulding, heat
unpainted sheet metal parts exchanger, IDU & ODU kit
and tools, AC assembly and tubs unit assembly

PUNE
15,200 sq.mt.

FARIDABAD AC ODU, sheet

4,925 sq.mt. metal and
1 AMBER painted parts
PICL
Electrical motors for RAC PCBs for home
and commercial AC and appliances and
water coolers 1 EVER auto

DEHRADUN
(3 units) GREATER NOIDA
112-252

45,234 sq.mt. AMBER (2 Units)

Sheet metal parts, RAC IDU, Ecotech 5,058 sq.mt.
ODU, WAC, copper tube, Inner case and plastic
Financial Section

heat exchanger and plastic sheets

moulding
Kasna 4,845 sq.mt.
Sheet metal parts for AC,
refrigerator, microwave and
water tank
25-111

KALAMB 11,227 sq.mt.

4,150 sq. mt. PCBs for home
appliances and
Statutory Reports

(Non Operational) 1 IL JIN

auto
 6 Annual Report 2017-18
20-21
Our Leadership Team

THAT’S BY
18-19
Chairman and CEO’s Perspective

WAY TO LEAD EXAMPLE.

Within three decades of existence, Amber has achieved a commanding
position in the industry. The Company has continuously strived to become
a preferred outsourcing partner for the white goods industry. Its zeal along
with its relentless efforts have allowed it to evolve from a mere sheet
1-24

metal component manufacturer to a full-fledged RAC manufacturer today.

Corporate Overview
 Amber Enterprises India Limited 7

1990 1994 2004

Incorporated Established its Commenced
in Jalandhar, first factory in operations
Punjab Rajpura at Dehradun
Unit 4

2011 2010 2009 2008 2006

Investment by Established Established Started Noida Commenced
Green India Kasna, Kala Dehradun Ecotech Unit manufacturing
Venture Fund Amb and Unit 5 of Microwave
Pune Unit for Commenced ovens
sheet metal manufacturing
manufacturing of Heat
Exchangers
Established
Dehradun
Unit 6

2012 2013 2017 2018

Established Exit to Green Investment by Initial Public
Jhajjhar Unit India Venture Ascent; exit Offer
Fund to Reliance
Acquisition of Investment in
through
PICL Ever
purchase by
Ascent
Investment
by Reliance Acquisition of
Alternative IF IL JIN
112-252
Financial Section

FIRST CHOICE for customers

FIGHTING SPIRIT HARDWORKING & SINCERE

I AM RESPONSIBLE OWNERSHIP

RESPECT FOR HUMAN INCLUSIVE GROWTH

25-111

STRONG MANAGEMENT CONTINUOUS INNOVATION

PRINCIPLES
Statutory Reports

TRANSPARENT ETHICAL ALWAYS

CUSTOMER FIRST
 8 Annual Report 2017-18
20-21
Our Leadership Team

MARKING AN
18-19
Chairman and CEO’s Perspective

WAY TO LEAD IMPRESSION

ON EVERY AC
USED IN THE
1-24
Corporate Overview

COUNTRY.
We at Amber have carved out a distinct niche for ourselves as one of the most sought-
after OEMs/ODMs. Right from ideation to production, we are closely associated with our
customers to deliver tailor-made products. Be it designing and manufacturing complete
RAC, components or helping OEMs assembling components, we aim to leave our
impression on each and every AC that is manufactured and used in the nation.
 Amber Enterprises India Limited 9

PRODUCT
PORTFOLIO

ROOM AIR Indoor 0.75 ton, 1 ton,

CONDITIONER Units 1.5 ton, 2 ton,
Outdoor Inverter AC
(2-star to 5-star
Units (0.75, 1, 1.5 &
energy ratings)
2 ton)
Window 0.75 ton, 1 ton,
AC’s 1.5 ton, 2 ton

ROOM AIR Heat Exchangers

CONDITIONER Copper System Tubing
COMPONENTS Multi Flow Condensers
Printed Circuit Boards
Sheet Metal Components
Injection Moulding Components
AC Motor

NON-AIR Inner Case liner for Refrigerators &

CONDITIONER Plastic Extruded Sheets
COMPONENTS Washing Machine Tubs
Non-Air Conditioner Motors
Printed Circuit Boards for other consumer
durables
Sheet Metal Components for Refrigerators,
Washing Machine, Automobiles etc.
112-252
Financial Section
25-111
Statutory Reports
 10 Annual Report 2017-18
20-21
Our Leadership Team

BEING
18-19
Chairman and CEO’s Perspective

WAY TO LEAD ASSOCIATED

WITH THE
BEST.
1-24
Corporate Overview

At Amber, we enjoy the majority of the market share in the RAC market, be it the whole
unit or a component. We have been associated with 8 out of top 10 RAC brands present
in India, capturing 75% market share. Out of these, 5 are MNC brands and the remaining
3 are Indian companies. We are associated with majority of our customers for over
five years by now. Our collaborative approach has been of developing new customised
products and reducing the logistics cost. This makes us the partner by choice. Besides
the domestic customer base, some of our products are also exported to Saudi Arabia,
Oman, Sri Lanka, Nigeria and Bangladesh.

OUR KEY CUSTOMERS

MNC

Domestic

BRIDGING THE BARRIER

Product approval cycle for leading brands: 2-3 years

Gradual ramp-up process: Another 2-3 years

At Amber, we have successfully built our product portfolio

after going through the longer approval cycle. Today,
we have gained confidence of our customers, retained
them and are also further tried to explore cross selling
opportunities.
 Amber Enterprises India Limited 11

Consistently • ‘Best Support: Green Supply Chain’ from

Godrej

recognized by • Supply Excellence award by SML ISUZU;

customers for • Silver award by John Deere for Supplier

Focus Six Sigma project completion

performance, 2017 • Quality award - Press Commodity by LG;

infrastructure, • Green Manufacturing Gold Rating by

Confederation of Indian Industry (“CII”) to

quality and Ecotech and Pune Plant;

• 2nd runner up in 1st National Competition on
support SPC towards Zero Defect by CII;

• ‘Best of Best Performance Award’ from LG

Electronics
• ‘Leadership Business Innovation Award’
from Panasonic
2016 • ‘Best Infrastructure Improvement Award’
from LG Electronics
• ‘Vendor Performance Excellence Award’ in
finished goods category from Blue Star
112-252

• ‘Best Development Support Award’ from

Panasonic

2015 • ‘Best Supplier Award for on-time Delivery’ in

Financial Section

Strategic Business Partners’ Meet

• ‘Best Supplier Award’ from Honeywell
25-111

• ‘Cost Improvement Outstanding Performance

Award’ from Panasonic

2014 • ‘Best ASCE Performance Award of the Year’

Statutory Reports

from LG Electronics
• ‘Localisation Support Excellence Award’ from
Panasonic
 12 Annual Report 2017-18
20-21
Our Leadership Team

INNOVATE,
18-19
Chairman and CEO’s Perspective

WAY TO LEAD INNOVATE

& INNOVATE.
1-24

At Amber, we have sensed the demand for smart new electronic products, with the
technological world changing the gears. Innovation is a must for handling the market
Corporate Overview

demands.

We constantly strive to deliver forward-looking RAC solutions that provide comfort to

the end-user in all respects – be it the cooling factor or be it the economical pricing.
One such situation is envisaging the need for inverter ACs and the potential saving
benefit it provides to the end user. The acquisition of IL JIN and Ever by us offered the
opportunity to leverage the technological knowhow of the inverter ACs. Today, we are
one of the few Indian manufacturers with the capability to design and manufacture
Inverter ACs.

Our dedicated R&D lab at Rajpura largely drives our ODM business. We have a
dedicated team of 36 employees with engineering background, having expertise in
the areas of energy efficient designs, simulations and 3D designing, amongst others.
Besides, we keep on exploring acquisition opportunities that may allow us to enhance
our technological know-how and deliver superior products.

OUR R&D FACILITY is equipped with

3-D CAD

Psychometric lab

Anechoic sound-proof room

Reliability test room

PCB on-off test infra

 Amber Enterprises India Limited 13

ACQUISITIONS/INVESTMENTS TO LEVERAGE THE FUTURE-READY

TECHNOLOGIES AND BACKWARD INTEGRATION
PICL
‘PICL’, a subsidiary of Amber, that was acquired in FY13, is an exporter delete leading exporter,
manufacturer and supplier of single phase induction motor for air conditioning unit, commercial air
conditioners and coolers.

IL JIN
‘IL JIN’ is India’s one of the leading electronic printed circuit board manufacturers for consumer
electronics. LG, IFB and LS Automotive are among Il JIN’s major clients.
Amber acquired 70% in ‘IL JIN Electronics’ in FY18. In FY18, ‘IL JIN’ contributed Rs 100 Crores to Amber’s
consolidated operating revenue.

EVER
‘Ever Electronics’ is also India’s one of the leading electronic printed circuit board manufacturers for
consumer electronics. LG, LS Automotive, Powercraft Electronics, Godrej and Intangibles Labs are among
Ever’s major clients.
After acquiring a 19% stake in ‘Ever’ in FY18, Amber is scheduled to acquire balance stake of 51% in Ever
by 31 December 2018 in one or more tranches.

Certifications
Approved by Department of Scientific and Industrial
Research (DSIR)

Accredited by National Accreditation Board for Testing

and Calibration Laboratories (NABL)
112-252

ISO 9001:2015 Quality Management Systems

Certification
Financial Section
25-111
Statutory Reports
 14 Annual Report 2017-18
20-21
Our Leadership Team

INTEGRATING
18-19
Chairman and CEO’s Perspective

WAY TO LEAD BACKWARDS.

At Amber, we are present across the value chain of manufacturing RACs. Being backward
integrated has benefited us in several ways:
1-24

COST REDUCTION
In-house manufacturing of AC components enables flexibility and offers cost-effective
Corporate Overview

solutions.

TIMELY DELIVERIES
Strategically located plants of the Company near to the customer clusters allow just in time
and cost effective delivery to the customers.

QUALITY
Stringent monitoring of components offers us the benefit of total quality control.

NEW BRANDS
Give us the opportunity of entering new markets and customers through components.
 Amber Enterprises India Limited 15

OUTDOOR UNITS* INDOOR UNITS

49% 78%

Amber I Compressors I Outsourced Amber I Outsourced

WINDOW ACs

60%
112-252
Financial Section
25-111

Amber I Compressors I Outsourced

Statutory Reports
Corporate Overview 1-24 Chairman and CEO’s Perspective 18-19 Our Leadership Team 20-21
16
Annual Report 2017-18

Consolidated
FINANCIAL
PERFORMANCE
 Amber Enterprises India Limited 17

REVENUE EBITDA PAT

(Amount in Crores) (Amount in Crores) (Amount in Crores)

4-year CAGR : 21.6% 4-year CAGR : 25.2% 4-year CAGR : 29.3%

YoY Growth : 28.81% YoY Growth : 40.62% YoY Growth : 181.81%

184
62
2,128 Margin : 8.62% Margin : 2.91%

1,652 131

114
103
1,230

1,089 29
973 75
24
22 22

2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018

REVENUES BY SEGMENT

112-252
Financial Section

Revenue – Net off excise

RAC: 71.7% EBITDA – Earnings before interest tax, depreciation

AC Components: 13.8% & amortisation and other incomes.

Non-AC Components: 14.5% PAT – Profit after tax

25-111
Statutory Reports

Economies of scale operating leverage to play out

+ Focus on integration & in-house processing
= Profitable Growth
 18 Annual Report 2017-18
20-21
Our Leadership Team

CHAIRMAN
AND CEO’S
PERSPECTIVE
18-19

We are consolidated
Chairman and CEO’s Perspective

aggregators. We
offer additive
manufacturing
solutions and add
value to customers’
requirements.
1-24
Corporate Overview

Dear Shareholders,
Welcome to the Amber family. I express
my heartfelt gratitude for believing in
our business model and making our IPO
a great success. Through this annual
report, I take this opportunity to present
you our performance snapshot and
strategic priorities going ahead.

JASBIR SINGH I Chairman & CEO

 Amber Enterprises India Limited 19

Consumption-driven economy are the consolidated aggregators of such a demand. From

India’s GDP growth was recorded at 6.7% for the manufacturing components or assembling ACs up to
financial year 2017-18. The temporary slowdown owing building a complete RAC, we help the clients with all types
to demonetisation and Goods and Service Tax (GST) of manufacturing solutions.
implementation during the first half of the fiscal, gradually Driven by R & D and technology
subsided. The Government reforms towards formalisation
We constantly strive to strengthen our R & D, designing
of the economy, eventually started showing favourable
and engineering capabilities to cater effectively to the
results in the latter half of the fiscal. There was a broad- RAC brands. We have also adopted regular technological
based growth in the investments as well as consumption breakthroughs that have added value to our end users.
patterns. India, once again, started emerging as one of the Our 70% stake in IL Jin Electronics and 19% stake in Ever
fastest growing economy with improved rankings in the Electronics Pvt Ltd provide us significant expertise in
‘Ease of Doing Business’ index. This augurs well for our producing inverter ACs and adapting newer technologies.
consumption-driven economy. Today, the inverter AC demand has swept the market and
The macro insight is expected to grow by 40% annually.
At Amber, we enjoy our leadership in the RAC OEM/ODM Performance review
segment and stand to leverage the under-penetrated We continued to maintain an industry-beating growth
market. The Indian RAC market volumes are expected to momentum during the year. On a standalone basis, Amber
record a CAGR of 12.8% from FY 2017 to FY 2022 (Source: has grown 23% which has outnumbered the industry. On
F&S Report). Due to the current low penetration rate of the volume terms, the Company has grown 26% vis-à-vis
5%, it is expected to see as huge opportunity. Besides the industry growth of 10% to 11%. On a consolidated
this, factors such as growing population, increasing basis, total income grew 29 % from Rs 1,652 Crores
disposable income, changing lifestyle trends, shortening in 2016-17 to Rs 2,128 Crores in 2017-18. Continuous
of replacement cycle, easy access to credit, longer hot operational optimisation and efficiency drive during the
weather conditions, better availability of electricity and year resulted in our operating profit growing 44.4 % from
energy-efficient RAC models constitute for the industry Rs 99.2 Crores in 2016-17 to Rs 143.2 Crores in 2017-18.
growth. The domestic manufacturers have an edge over Our net profit also strengthened 181 % from Rs 22 Cr in
the imports due to their lower lead time and greater 2016-17 to Rs 62 Cr in 2017-18. The increasing preference
flexibility. The Government’s thrust on ‘Make in India’ of RAC brands for the OEMs/ODMs over imports will prove
further supports the momentum. beneficial for the Company. This gives us the opportunity
to further utilise our spare capacities, without incurring
From luxury to an affordable necessity
any additional capex. This will lead to stronger ROCE going
AC which was perceived to be a luxury product in earlier forward.
years has been the basic necessity for major part of the
society. It is now a product linked with desire of comfort Strategic priorities for the future
living. Factors such as manufacturing of products with Our strategic priorities over the next two years would
finesse and efficiency, easy financing have fuelled the largely revolve around the following factors:
demand further. Many households are even installing Product Expansion: We will largely focus on new models
multiple air conditioners. The change in the climatic of IOT-based Inverter RACs and add new RAC components
conditions and prolonged summers are further driving the such as brushless DC motors, resin-core motors
need for an AC comfort. Several schools and office places and inverter controllers to achieve greater backward
which were earlier dependent on fans are now installing integration.
ACs. The replacement cycle has also come down from an Customer Expansion: Apart from getting new customers
average of 12 -15 years to 7 - 8 years due to the usage on board, we would also focus on increasing the wallet
pattern of new generation. share of the existing customers by means of cross-selling
Aligning with opportunities and better offerings of energy-efficient models & other
components.
Consider this fact: China produces over 160 million ACs
annually as compared to 110 million five years back. At Geographic Expansion: Within India, we will explore the
Amber, though we started our journey as a diversified opportunities of marking our presence to newer regions
manufacturer of sheet metal components, we eventually like Gujarat & other India. Besides, we will continue to
112-252

ventured into RAC and its components. Over the period, we make efforts towards acceptance of our products in the
realised the underlying potential and strategically decided international markets. As an entry point, we will initiate
to focus on RAC as our core business. exports to Middle East, South-East Asia and Europe.
Financial Section

Today, we have evolved as a company which is the largest Inorganic Growth: We will continue to explore inorganic
functional component supplier as well as the ODM player opportunities that may further strengthen our innovative
in the RAC segment. We provide complete integrated offerings to our customers.
solutions at the doorstep of the customers through our Closing note
12 facilities across India. We cater to nearly all the brands I would like to place on record my appreciation for the
present in India.
25-111

support and guidance provided by the Board Members and

Preferred by brands the Senior Management Team. I would also like to thank
our employees for their dedication, determination and
Intense competition has forced RAC brands to focus more
Statutory Reports

untiring efforts towards achieving organisational goals.

on marketing and promotional activities. They are adopting
We have good reasons to look forward to better times in
asset-light strategy in order to avoid blocking of large
the near future.
capital in manufacturing the various types of units. For the
same, they prefer outsourcing the manufacturing of RAC Best regards,
and its components to ODM/OEM players. At Amber, we JASBIR SINGH I Chairman & CEO
 20 Annual Report 2017-18
20-21
Our Leadership Team
18-19
Chairman and CEO’s Perspective

1 2 3
1-24

OUR
LEADERSHIP TEAM
Corporate Overview

1
Jasbir Singh - Chairman & CEO
Over 15 years of experience in RAC Manufacturing sector
Instrumental in successful commissioning of 6 factories in last 10 years
Initiated the concept of additive manufacturing solutions
Handles key customer relationships
Engineering in Industrial Production, Karnataka University & MBA from University of Hull, United Kingdom

2 3
Daljit Singh - Managing Director Sanjay Arora - Director (Operations)
Over 11 years of experience in RAC Responsible for operations, innovation, security &
Manufacturing sector legal matters
Previously worked with Morgan Stanley in New 36 years of work experience; joined Amber in
York 2012
Awarded “Entrepreneur of the Year 2016” by Electrical Engineering from YMCA Institute of
Ludhiana Management Association Engineering, Faridabad
Engineering in Electronics, Nagpur University &
Master’s in Information Technology, Rochester
Institute of Technology, USA
 Amber Enterprises India Limited 21

4 5 6

4 5
Udaiveer Singh - President (RAC Division) Sachin Gupta - Vice President (RAC Division)
Responsible for Planning & Operations of the RAC Responsible for Business Development
manufacturing facilities 16 years of work experience; joined Amber in
24 years of work experience; joined Amber in 2014
2003 Electrical Engineering from Punjab Technical
Mechanical Engineering University & PGDBA from AIIMAS Chennai

6
Sudhir Goyal - CFO
Responsible for Finance & Accounts
112-252

15+ years of work experience; joined Amber in

2012
Financial Section

Chartered Accountant from ICAI, B. Com (Hons)

from Delhi University
25-111
Statutory Reports
 22 Annual Report 2017-18
20-21
Our Leadership Team
18-19
Chairman and CEO’s Perspective

BY CARING
WAY TO LEAD FOR THE SOCIETY

The Company is committed to ensure a healthy environment and empowered

community around it and has, accordingly, adopted a triple bottom line approach
of people, planet and profit.
1-24

Your Company has a simple but clear purpose – to make sustainable living
commonplace. This purpose inspires your Company’s vision to accelerate
growth in the business, while reducing its carbon footprint and increasing its
Corporate Overview

positive social impact. Your Company’s commitment to sustainable living is not

only helping drive strong business growth but also helping enhance equity and
preference for its consumers.
 Amber Enterprises India Limited 23

CORPORATE
INFORMATION
Mr. Kartar Singh Chairman Emeritus REGISTERED OFFICE
C-1, Phase II, Focal Point,
Rajpura Town - 140 401, Punjab
BOARD OF DIRECTORS

Mr. Jasbir Singh Chairman and Chief

Executive Officer STATUTORY AUDITORS
M/s Walker Chandiok & Co. LLP
Mr. Daljit Singh Managing Director
Chartered Accountant
Mr. Manoj Kumar Nominee Director 7th Floor, Plot No. 19A, Sector 16A, Noida – 201301
Sehrawat

Dr. Girish Kumar Ahuja Independent Director

REGISTRAR & SHARE TRANSFER AGENT
Mr. Satwinder Singh Independent Director
M/s Karvy Computershare Private Limited
Ms. Sudha Pillai Independent Director Karvy Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda,
Hyderabad – 500 032
KEY MANAGERIAL PERSONNEL
Tel. No. : +91 40 6716 2222
Mr. Jasbir Singh Chairman and Chief Fax No. : + 91 40-23431551
Executive Officer E-mail : [email protected]
Mr. Daljit Singh Managing Director Website : www.karvycomputershare.com

Mr. Sanjay Arora Director Operations

Mr. Udaiveer Singh President – RAC CORPORATE OFFICE

Operations 1st Floor, Universal Trade Tower,
Mr. Sachin Gupta VP – RAC Operations Sector – 49, Sohna Road, Gurgaon – 122 018

Mr. Sudhir Goyal Chief Financial Officer

Ms. Konica Yadav Company Secretary and KEY BANKERS/ LENDERS TO OUR COMPANY
Compliance Officer IDFC Bank Limited
Yes Bank Limited
Induslnd Bank Limited
RBL Bank Limited
112-252

DBS Bank Limited

IDBI Bank Limited
Financial Section

HDFC Bank Limited

Societe Generale
State Bank of India
Tata Capital Financial Services Limited
Siemens Financial Services Private Limited
25-111
Statutory Reports
 STATUTORY
SECTION
Pg. 25 - 111

FINANCIAL
SECTION
MANAGEMENT
Pg. 112 - 252
DISCUSSION &
ANALYSIS NOTICE
Pg. 25 - 30 Pg. 31 - 44

DIRECTORS’ CORPORATE
REPORT GOVERNANCE
Pg. 45 - 64 REPORT
Pg. 65 - 111

FINANCIAL
SECTION
Pg. 112 - 252
 Amber Enterprises India Limited 25

MANAGEMENT
DISCUSSION AND
ANALYSIS
ECONOMIC REVIEW
The growth of Indian economy looks to be back on track. It has
reclaimed its position as one of the world’s fastest growing
economy, by recording a GDP growth of 6.7% in FY2018.
India’s GDP grew at the fastest pace in seven quarters at
7.7% in January-March quarter on account of improvement
in investments and consumptions. Other macroeconomic
fundamentals like lower inflation, narrow current account
deficit and a replenishment of foreign currency reserves have
also contributed to the growth revival. The economy has
clearly bounced back post demonetisation shocks and GST
implementation. However, the current soaring oil prices may
temporary disturb the current account deficit, leading to higher RAC MARKET PENETRATION
inflation.
- Select Asian Countries and Global
In the medium term, the economy is expected to benefit from the
100%
positive policy reforms like bankruptcy code and action towards
91%
resolving non-performing assets (NPA) challenges of public
sector banks. Strong domestic demand, improving business
climate, pick up in industrial activity and GST implementation will
54%
further promote an organised business environment with higher
accountability.
30% 30%

INDUSTRY REVIEW 4%

Indian Scenario
The Indian RAC market promises tremendous growth potential Global China Japan Malaysia Thailand India
owing to its lower penetration as compared to its global
counterparts. Currently India stands at 4% penetration as Source: Frost & Sullivan Reports
compared to China’s 100% and a global average of 30%. Besides,
RACs have largely under-penetrated in the market as compared
to the other consumer durables like refrigerators, washing RAC PENETRATION V/S
112-252

machines and television. This defines how the Indian RAC

OTHER CONSUMER DURABLES
market will be leading the growth path in the next few years.
Financial Section

It is also witnessing a positive shift towards inverter ACs. This 89%

85%
segment is expected to cover 70 - 80% of the industry demand 70%
by FY2020 from current level of around 40%. The key factors 60%

driving the shift to inverter ACs include:

30%
1) The narrowing price gap between fixed speed ACs and 20%
4%
25-111

10%
inverter ACs, which now stands at only Rs 3,000-4,000
2) Lower installation fee (Rs1,500 per unit) with a Room Refrige- Washing FPD TV
Statutory Reports

AC rator Machine
comprehensive 3-5 year warranty
3) Rising electricity prices, which may compel consumers to India Global
look for energy-efficient inverter ACs
4) Increase in availability of electricity across the nation
 26 Annual Report 2017-18
000-000
Management Message

GLOBAL RAC VOLUME MARKET SIZE

AND FORECAST (MILLION UNITS)

136.2
126.7
117.8
000-000

109.6
101.9
91.4 94.8
90.7 86.2 88.2
85.1
Operational Review 2017-18

2012 2013 2014 2015 2016 2017E 2018E 2019E 2020E 2021E 2022E
1-24

Note : E refers to Estimate

Source: JRAIA, April-2018
Corporate Overview

Outlook most of the RAC products and components to ODM/

In the advent of improving macroeconomic conditions, OEM players. With increasing dependence of RAC brands
RAC is now considered as an affordable necessity rather on OEM/ODM companies, priority is shifting towards
than a luxury. Moreover, factors such as rising disposable strengthening R&D, design and engineering capabilities-
income, increased urbanisation, changing lifestyle the high-value activities amongst all services.
trends, longer hot weather season and shortening of the
Product innovation and energy efficiency
replacement cycle will further trigger the RAC demand.
The Indian RAC market has been witnessing robust
In case of household category, many homes are now
growth trend in the past five years with a CAGR of 9.4% by
installing multiple RACs. Once considered as a seasonal
volumes. In the next five years, the market is expected to
product and used mostly during summer months, RACs
witness a CAGR of 12.8% reinforced by the surge in rural
are now used for longer period throughout the year. The
consumption, shorter replacement cycles, energy-efficient
Indian RAC market is expected to witness a CAGR of
RACs and availability of multiple brands at various price
10-12 % between 2018-20. Such growth may result in an
points. The RAC volumes are expected to increase from
expansion of existing RAC brands as well as the entry of
4.7 million units in Fiscal 2017 to reach 8.6 million units
new consumer durable brands in the RAC segment.
by Fiscal 2022. Future demand for RAC is expected to

GROWTH DRIVERS be driven by better features and energy efficiency as

two of the key buying criteria in Indian market. The large
Higher level of outsourcing by the brands
domestic demand has seen major global RAC brands
The major global RAC brands are trying to capitalise on focusing on India as a manufacturing base aided by
the large domestic demand in India. They are preferring supportive Government programs especially the ‘Make in
India as a manufacturing base due to the supportive India’ program.
Government programs such as ‘Make in India’. During
2017, OEM/ODM players manufactured around 34% Low RAC penetration in India

of the total RAC market volumes by demand. This is Due to the current low penetration of 4%, the Indian RAC
expected to reach 52% by FY 2022. Intense competition market presents huge opportunity for players to garner
and growing number of RAC brands in the market have larger share of the market. Viewed as a luxury product in
diverted companies to concentrate on marketing and the recent past, the sweltering and longer summers in the
promoting their products to spread their sales reach and country have led to creation of new demand for RACs not
increase market share. In order to follow the asset-light only in the larger cities, but also in Tier II/III cities where
strategy, the companies are choosing to outsource heightened economic activity has resulted in greater
affordability. Additionally, new product features and
 Amber Enterprises India Limited 27

technological advancement in the RAC market has added BUSINESS OVERVIEW

to the increase in replacement demand of the product. Amber Enterprises India Limited is a PAN India based

Affluent middle class manufacturer of Room air conditioners and various

functional critical components of white goods in India.
The young Indian generation is witnessing the need for
an improved lifestyle leading to an early requirement With the market share of 55.4% (outsourced market),

of white goods. The lower age profile also reflects an Amber is the market leader in the Room Air Conditioner
aspirational population which has a different buying (RAC). The Company manufactures these RACs
behaviour with a significantly higher risk-averse Components for 8 out of the 10 top RAC brands in India,
character The availability of easy finance offers the key customers include Godrej, Bluestar, Daikin, Hitachi,
younger generation an added flexibility to exercise its LG, Panasonic, Voltas and Whirlpool. These eight brands
buying option. The usage pattern of this generation have over 75% of market share in India.
leads to lower life cycle and shorter replacement cycle
of the products. This offers the market more repeat Room Air Conditioner
potential. We design and manufacture complete RACs including
window air conditioners (WACs) and indoor units (IDUs)
MARKET SIZE & FORECAST OF RAC IN INDIA and outdoor units (ODUs) of split air conditioners (SACs)
with specifications ranging from 0.75 ton to 2 ton, across
(Volume in million units)
energy ratings with various types of refrigerants. We also
8.6 design and manufacture Inverter RACs ranging from 1
7.7
6.9 ton to 2 ton.
6.2
5.5 RAC segment experienced an uptrend from last year to
(mn)

4.7
3.4
3.9 be at Rs 1,524.9 crores contributing 71.7% of the total
3 3 3.1
revenues in FY 2018. The CAGR over 4 years stood at
30.5%. The RAC volumes grew by 26.2%, which supported
the strong performance of top-line as well.

FY12 FY13 FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
Room Air Conditioners Components
The RAC component revenue to third parties contributes
Source: Frost & Sullivan Reports
13.8% in the consolidated revenue. With different
individual-built capacities, we manufacture critical
and reliable functional components of RACs such as
MARKET SIZE & FORECAST OF RAC IN INDIA heat exchangers, motors and multi-flow condensers
112-252

(Volume in billion) electronic invertor PCBs. We also manufacture other RAC

components such as sheet metal components, system
Financial Section

246.1
6.1
tubing, PCBs and injection moulding components.
212.5
183.7
RAC component’s segmental revenue stood at Rs 293.2
158.9
137.6 crores contributing 13.8% to the total revenue. The CAGR
119.4
(Rs bn)

104.4
.5 90.7
80.5 over 4 years stood at 12%.
75.5 77
7
25-111

Non-Air Conditioners Components

The ability to ideate, develop and manufacture has
Statutory Reports

offered us an edge to diversify into other related

FY12 FY13 FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
markets as well. We manufacture components for
Source: Frost & Sullivan Reports other consumer durables and automobiles such as
 28 Annual Report 2017-18
000-000

DIVISION WISE DISTRIBUTION

Management Message

case liners for refrigerator, plastic extrusion sheets for

consumer durables and automobile industry, sheet Division (%)
metal components for microwave, washing machine tub
assemblies for automobiles and metal ceiling industries.

Non-AC components’ segmental revenue stood at

000-000

Rs 309.9 crores contributing 14.5% to the total revenue.

Operational Review 2017-18

Room Air Conditioners: 71.7%

Air Conditioner Components: 13.8%
1-24

Non-Air Conditioner Components: 14.5%

Corporate Overview

OUR STRENGTHS existing customers also provide us with cross selling

opportunity. While maintaining and strengthening our
Market leadership in the RAC OEM/ODM industry in
relationships with our existing customers over the last
India
three years, we have also been successful in gaining large
Over the years, we have attained an ability and expertise
MNC customers.
in manufacturing RACs and components. We have
established ourselves as a trusted solutions provider to R&D and product design capabilities leading to high
major RAC brands operating in India. We have twelve proportion of ODM business
manufacturing facilities. Our leadership position is the The strong R&D team has the capabilities to
outcome of our experience in the development and conceptualize, design, verify and develop various
manufacturing of RACs and components. Our ability to designs and successfully convert them into deliverable
excel in measurable quality, cost, delivery and technology products. It also aims to provide solutions to improve
has further boosted the growth. manufacturing efficiency on existing products, reduce
production costs and also assist customers in designing
One stop solutions provider for the RAC industry with
RACs and components. We have successfully designed
high degree of backward integration
and developed various components and RAC models,
With our product development expertise and capabilities
including Inverter RACs.
in the manufacturing of RACs and components, we have
become a one-stop solutions provider in India for the Economies of Scale
RAC industry. In addition to designing and manufacturing Our multiple manufacturing locations allow us optimal
complete WAC, IDUs and ODUs, we offer solutions utilisation of facilities and enable us to effectively
for critical components critical components like heat distribute manufacturing across them. This helps in
exchangers, multiflow condensors, PCBs & motors for handling simultaneous demand schedules of multiple
Air Conditioners, case liners for refrigerators, PCBs for customers on just in time basis. Our scale provides
refrigertors, microwave, washing machine, automobile etc. us with greater resources to support our fixed costs
such as R&D expenses and permits the use of shared
Strong customer relationship with most of the leading
services to eliminate duplicative business functions and
RAC brands in India
administrative expenses. The large scale of production
Product approval cycle, especially for leading brands,
has also strengthened our relationship with our raw
can be as long as 2-3 years for certain critical functional
material suppliers and provided us better insight into the
components. Our established relationships with our
markets for procuring material.
 Amber Enterprises India Limited 29

FINANCIAL PERFORMANCE RISK MANAGEMENT

In the financial year 2017-18, Amber Enterprises India High dependence on select customers : A majority of the
Limited posted standalone revenues (net of excise duty) Company’s revenue is derived from its top ten customers.
of Rs 1923 crores, up 23% from the previous year’s Rs Since the Company is largely dependent on certain key
1562 crores and consolidated revenues of Rs 2128
customers for a significant portion of its sales, the loss of
crores, up 28.81% from the previous year’s Rs. 1652
any one of the key customer or a significant reduction in
crores.
demand from such customer can have an adverse effect
Profit before tax increased 131.54% to Rs 89.17crores on the Company’s business, financial condition, and
on standalone basis and increased 150.39% to Rs future prospects.
89.40crores on a consolidated basis.
Mitigation : To mitigate these risks, the Company
The Company’s cost reduction and efficiency constantly keeps expanding its customer base with
improvement programs helped improve revenue and the help of its diversified product portfolio. It also
profitability. With the strategies in place, the Company’s offers different customised solutions to its clients. The
growth is out pacing industry’s performance. Company also keeps a check on quality standards. Its
proximity near the client’s facilities helps the Company in
maintaining timely deliveries. Secondly, the Company has
built strong relations with its customers over the years,
which help in holding its position.

Downward trend in OEM/ODM business : In recent

REVENUES PAT years, RAC brands have increasingly outsourced the
YoY Growth : 28.81% YoY Growth : 181.81% manufacturing of their products to OEM/ODM players.
However, there can be no assurance that they will
continue in the future. This risk can lead to lower business
62 position and financial health.
2,128
Mitigation : Every organisation is exposed to the risk of
downward trend in its industry. To safeguard this risk, the
Company offers solution in functional component space
1,652
such as heat exchangers, electronic boards, motors, case
liners for refrigerators, microwaves sheet metal, injection
moulding etc. Also, the Company has a wide spectrum
of products and services to offer. Our diversified portfolio
of finished goods like WAC, IDU, ODU, Invertor AC etc.
22 and AC components and Non-AC components give us an
112-252

edge in mitigating any such risk.

Slowdown in RAC industry : The Company’s business

Financial Section

is heavily dependent on the performance and market

trends in the RAC sector. Sales and production of RACs
and components may be affected by general economic or
2017 2018 2017 2018
industry conditions, including seasonal trends in the RAC
25-111

sector, evolving regulatory requirements, government

initiatives, trade agreements and other factors. These
factors will directly impact the production of the
Statutory Reports

Company, resulting into low turnover.

Mitigation : The Company is heavily dependent on

the market trends of RAC sector. With the aid of
 30 Annual Report 2017-18
000-000
Management Message

technology and expertise in products, the Company HUMAN RESOURCE

has found different applications of its products in the Amber truly believes that its team, its people are the
related industry by doing some modifications. It also
000-000

greatest assets for the Company. The organization

plans to enter heavy industry by way of manufacturing empowers and motivates its people. Its core focus is
commercial air conditioners. This diversification in to provide growth and nurturing to all its employees,
Operational Review 2017-18

different segment of the industry will help the Company encouraging them to perform to the best of their abilities.
safeguard itself from any slowdown in demand. Also, Visionary and forward-thinking leaders stimulate a
non-air conditioner components are being focused to learning culture, process-driven and result-oriented
mitigate this risk. The acquisition of IL JIN electronics environment. Enabling cross-functional teams across
have further strengthened the AC & non-AC components levels helps to enhance productivity and efficiencies.
position.
Amber also believes in providing equal opportunities
Inability to identify demand trends : Consumer durables to women, and this is reflected in the fact that women
1-24

market in India is characterised by technological form a significant strength of its workforce. They play
advancements, introduction of innovative products, price important roles in the organisation.
Corporate Overview

fluctuations and intense competition. Any company who

Amber remains focused on strengthening its people
is not efficient in identifying key technology advancement
policies and internal processes where employees
and customer demand is at a high risk of losing in the
seek continuous improvement, greater accountability
competition.
and responsibility and excel in their key result areas.
Mitigation : In order to remain competitive, the Collaboration, connectivity and productivity enhancing
Company has developed the ability to anticipate technology initiatives are the company’s key drivers that
changes in technology and regulatory standards. It support this platform in building careers for its people.
also has successfully introduced new and enhanced
products. In order to capture and secure the necessary INTERNAL CONTROL SYSTEM
technological knowledge, it has its own research and Towards ensuring adherence to and adequacy of all
development department. Also, the Company has entered Internal Control Systems, the Company utilises the
into technical assistance agreements that allow them services of an external firm of auditors to evaluate
to continue to develop product portfolio and ability to their efficacy and considers their suggestions on
respond to industry trends by developing and offering improvements. Their findings are reviewed consistently
cost effective products. by the Audit Committee constituted by the Board of
Agreements with our customers: The Company does not Directors. A Whistle Blower Policy is also implemented
have firm committed long-term supply agreements with to further ensure vigilance and guard against any
all its customers and instead rely on purchase orders to inopportune development.
govern the volume and other terms of sales. With such
arrangements, the Company’s orders may be amended or
CAUTIONARY STATEMENT
cancelled prior to finalisation. This could result in loss of
The Statement in this Management Discussion and
resources and time.
Analysis Report describing the Company’s objectives,
Mitigation : Though, this is a normal trend in the industry, projections, estimates, expectations or predictions may
the Company ensures to be in line with the high and be ‘forward looking statements’ within the meaning of
stringent standards for product quality and quantity applicable laws and regulations. Actual results might
as well as delivery schedules. With its long-standing differ substantially or materially from those expressed
relationships with customers, the Company manages or implied. Important developments that could affect the
such kind of risk with its pro-active strategies. This helps Company’s operations include demand-supply conditions,
the Company in developing strategies which will hedge changes in Government and international regulations,
such risks. tax regimes, economic developments within and outside
India and other factors such as litigation and labour
relations.
 Amber Enterprises India Limited 31

NOTICE
NOTICE is hereby given that 28th Annual General Meeting “RESOLVED THAT pursuant to the provisions of
(the “AGM”) of AMBER ENTERPRISES INDIA LIMITED Section 148 and all other applicable provisions,
(formerly known as Amber Enterprises (India) Private if any, of the Companies Act, 2013 and the
Limited) (“the Company”) will be held on Monday, 17 day of Companies (Audit and Auditors) Rules, 2014
September 2018 at 11:00 A.M. at EAGLE MOTEL, GRAND (including any statutory modification(s) or re-
TRUNK ROAD, RAJPURA, PUNJAB - 140401 to transact enactment thereof for the time being in force),
the following business: the remuneration of the Cost Auditor, M/s. K.G.
Goyal & Associates, Cost Accountants, (Firm
A. ORDINARY BUSINESS: Registration No. 000024) appointed by the Board
1. To receive, consider and adopt : of Directors at their Meeting held on 7 August,
a. The Audited Standalone Financial 2018, to conduct the audit of the cost records
Statements of the Company for the of the Company for the financial year 2018 - 19,
financial year ended 31 March 2018 of ` 40,000/- (Rupees Forty Thousand only) per
together with the Reports of the Board of annum excluding the applicable tax and out of
Directors and Auditors’ thereon. pocket expenses, if any, as may be incurred in
the course of above said audit, be and is hereby
b. The Consolidated Financial Statements of
ratified and confirmed by the members.
the Company for the financial year ended
31 March 2018 together with the Reports RESOLVED FURTHER THAT for the purpose
of the Auditors’ thereon. of giving effect to this resolution, the Board of
Directors be and is hereby authorized to do all
2. To appoint a Director in place of Mr. Jasbir
such acts, deeds, matters and things as it may in
Singh, (DIN : 00259632) who retires by rotation
its absolute discretion deem necessary, proper,
in terms of Section 152 (6) of the Companies
or desirable and to settle any question, difficulty,
Act, 2013 at this Annual General Meeting and
being eligible, offers himself for re-appointment. doubt that may arise thereof aforesaid and
further to do all such acts, deeds and things and
3. Modification to the resolution related to the to execute all documents and writings as may
appointment of Statutory Auditor be necessary, proper, desirable or expedient to
To consider and if thought fit, pass, with or give effect to this resolution.”
without modification(s), the following resolution 5. Right of Ascent Investment Holdings Pte. Ltd.
as an Ordinary Resolution : to appoint Nominee Director and Alteration of
“RESOLVED THAT in supersession to resolution Articles of Association
passed in 25th Annual General Meeting of the To consider and if thought fit, to pass
Company held on 29 September 2015, M/s the following resolutions with or without
Walker Chandiok & Co. LLP (formerly M/s modification(s) as a Special Resolution:
Walker Chandiok & Co.) (Firm Registration
“RESOLVED THAT pursuant to section 161(3)
No. 001076N), shall continue to be the sole
of the Companies Act, 2013 read with Article
auditor without affecting the other terms and
23 of Part-A of the Articles of Association of
conditions of its appointment and in pursuance
the Company and the undertaking given to the
to notification issued by Ministry of Corporate
Securities and Exchange Board of India (“SEBI”)
Affairs dated 7 May 2018, consent of the
in this regard in response to the directions
members be and is hereby accorded to delete
given by SEBI vide its emails dated 26 October
112-252

the requirement of ratification by the members

2017 and 27 October 2017, Ascent Investment
at every Annual General Meeting of the Company
Holdings Pte. Ltd. (“Ascent”) shall have the
in respect of appointment of the statutory
Financial Section

right to nominate a Director on the Board of the

auditor because of deletion of explanation given
Company, so long as Ascent holds 15% or more
in Rule 3 of the Companies (Audit and Auditors)
of the Share Capital of the Company.
Rules, 2014.”
RESOLVED FURTHER THAT pursuant to the
B. SPECIAL BUSINESS:
provisions of Section 5, 14 of the Companies
25-111

4. Ratification of Remuneration to be paid to M/s. Act, 2013 and the rules made thereunder, each
K.G. Goyal & Associates, Cost Accountants as amended, and other applicable provisions, if
(Firm Registration No.000024), the Cost any (including any statutory modification or re-
Statutory Reports

Auditor of the Company enactment thereof for the time being in force),
To consider and if thought fit, to pass the first paragraph of Article 23 of Articles of
the following resolutions with or without Association of the Company shall be amended
modification(s) as an Ordinary Resolution: accordingly to include the above resolution.
 32 Annual Report 2017-18
20-21

NOTICE (Contd.)
Our Leadership Team

“Subject to the applicable provisions of the Act, whichever is higher.

the number of Directors of the Company shall RESOLVED FURTHER THAT for the purpose
not be less than 3 (three) and not more than 15 of giving effect to this resolution, the Board
(fifteen). The Company shall also comply with of Directors of the Company be and is hereby
the provisions of the Companies (Appointment authorized to do all such acts, deeds, matters
and Qualification of Directors) Rules, 2014 and
and things as they may in their absolute
18-19

the provisions of the Listing Regulations. The

discretion deem necessary, proper or desirable
Board shall have an optimum combination
and settle any question, difficulty, doubt that
of Executive and Independent Directors with
Chairman and CEO’s Perspective

may arise in respect of the borrowing(s)

at least 1 (one) woman Director, as may be
aforesaid and further to do all such acts, deeds
prescribed by Law from time to time. So long as
and things and to execute all documents and
Ascent holds 15% or more of the Share Capital
writings as may be necessary, proper, incidental,
of the Company, Ascent shall have the right to
consequential, desirable or expedient to give
nominate a Director on the Board.”
effect to this resolution.”
RESOLVED FURTHER THAT the first paragraph
7. Authorisation to Board under Section 180(1)
in the Articles of Association and the subsequent
(a) of the Companies Act, 2013
word “PART A” be and are hereby removed from
To consider and if thought fit, to pass
1-24

the Articles of Association of the Company.

RESOLVED FURTHER THAT the entire PART B the following resolutions with or without
be and is hereby removed from the Articles of modification(s) as a Special Resolution:
Corporate Overview

Association of the Company. “RESOLVED THAT in supersession to the

resolution passed earlier by the members of the
RESOLVED FURTHER THAT for the purpose
Company at the Extra Ordinary General Meeting
of giving effect to this resolution, the Board of
held on 20 September 2017, the consent of
Directors on behalf of the Company be and are
the members be and is hereby accorded to the
hereby severally authorized to file necessary
Board of Directors of the Company (hereinafter
forms with the Registrar of Companies and to
referred to as the “Board” which expression shall
communicate the same to the Stock Exchanges
also include a committee thereof), under Section
and SEBI, as may be required.”
180(1)(a) and other applicable provisions, if
6. Authorisation to Board under Section 180(1) any, of the Companies Act, 2013 (including any
(c) of the Companies Act, 2013 statutory modifications or any amendments
To consider and if thought fit, to pass or any substitution or re-enactment thereof,
the following resolutions with or without if any, for the time being in force), to create
modification(s) as a Special Resolution: charges, mortgages and hypothecations in
“RESOLVED THAT in supersession to the addition to the existing charges, mortgages and
resolution passed earlier by the members of the hypothecations created by the Company, on all
Company at the Extra Ordinary General Meeting the immovable and movable properties of the
held on 20 September 2017, the consent of Company, wherever situated, both present and
the members be and is hereby accorded to the future with or without conferring power to enter
Board of Directors of the Company (hereinafter upon and to take possession of such properties
referred to as the “Board” which expression shall and the whole of the undertaking together with
also include a committee thereof) under Section power to take over the substantial assets of the
180(1)(c) and other applicable provisions, if Company in certain events in favour of any lender
any, of the Companies Act, 2013 (including any or holder of security or their agent and trustee
statutory modifications or any amendments including financial institutions and commercial
or any substitution or re-enactment thereof, if banks to secure the borrowings of whatever
any, for the time being in force), to borrow any nature, whether in INR or foreign currency, either
sum or sums of money from time to time at at a time or from time to time, subject to the
their discretion (apart from temporary loans overall limits approved under Section 180(1)
obtained from the company’s bankers in the (c) of the Act i.e. ` 1500 Crore (Rupees Fifteen
ordinary course of business) for the purpose of Hundred Crore only) or aggregate of its paid-
the business of the Company at any given time up share capital, free reserves and securities
(including money already borrowed) shall not premium, whichever is higher, together with
exceed ` 1500 Crore (Rupees Fifteen Hundred interest thereon at the respective agreed rates,
Crore only) or aggregate of its paid-up share compound interest, penal/additional interest,
capital, free reserves and securities premium, liquidated damages, premium on prepayment
 Amber Enterprises India Limited 33

NOTICE (Contd.)

or on redemption, costs, charges, expenses and thereof) be and is hereby authorized to vary
other monies and remuneration of Trustees, if or increase the remuneration specified above
any, payable by the Company in terms of the from time to time to the extent the Board of
loan agreement/Trust Deed/other documents Directors may deem appropriate, provided that
to be finalized and executed between the such variation or increase, as the case may be,
Company and the Agents and Trustees/ Lenders is within the overall limits as specified under the
as above and containing such specific terms relevant provisions of the Companies Act, 2013
and conditions and covenants in respect of and/ or as approved by the Central Government
enforcement of security as may be stipulated in or such other competent authority.
that behalf and agreed to between the Board of RESOLVED FURTHER THAT in the event in any
Directors and the Lenders/Agents and Trustees. financial year during the tenure of the Chairman
RESOLVED FURTHER THAT for the purpose and Chief Executive Officer, the Company
of giving effect to this resolution, the Board does not earn any profits or earns inadequate
of Directors of the Company be and is hereby profits as contemplated under the provisions
authorized to finalize, settle and execute such of Schedule V to the Companies Act, 2013, the
documents deeds/ writings/ agreements Company may pay to the Chairman and Chief
as may be required and to do all such acts, Executive Officer, the above remuneration
deeds, matters and things as they may in their excluding commission amount payable on
absolute discretion deem necessary, incidental, profits earned, as the minimum remuneration by
consequential, proper or desirable and to settle way of salary and allowances as specified above
any question, difficulty or doubt that may arise and subject to receipt of the requisite approvals,
in regard to creating of mortgages/ charges as if any.
aforesaid.” RESOLVED FURTHER THAT the Board of
8. Increase in remuneration of Mr. Jasbir Singh, Directors be and is hereby authorised to take
Chairman and Chief Executive Officer all such steps as may be necessary, proper or
To consider and if thought fit, to pass expedient to give effect to this resolution.”
the following resolutions with or without
9. Increase in remuneration of Mr. Daljit Singh,
modification(s) as an Ordinary Resolution:
Managing Director
“RESOLVED THAT in partial modification
To consider and if thought fit, to pass the following
of resolution passed at the Annual General
resolutions with or without modification(s) as an
Meeting of the Company held on 29 September
Ordinary Resolution :
2015 and pursuant to the provisions of Sections
“RESOLVED THAT in accordance with the
196, 197, 198, 203 and any other applicable
provisions of Sections 196, 197 and 203
provisions, if any, of the Companies Act, 2013
read with Schedule V and all other applicable
& the Rules made thereunder (including any
provisions, if any, of the Companies Act,
statutory modification or re-enactment thereof
2013 and the Companies (Appointment and
for the time being in force), read with Schedule V
Remuneration of Managerial Personnel) Rules,
of the Companies Act, 2013 and subject to such
2014 (including any statutory modification(s) or
consents and permissions, as may be required,
re-enactment thereof, for the time being in force)
the consent of members of the Company be and
and subject to such consents and permissions,
112-252

is hereby accorded for payment of remuneration

as may be required, the consent of members
of ` 1,62,00,000/- per annum and commission
of the Company be and is hereby accorded for
as approved by the Board of Directors on
payment of remuneration of ` 1,44,00,000/- per
Financial Section

the recommendations of the Nomination

annum and commission as approved by the
and Remuneration Committee subject to
Board of Directors on the recommendations of
the condition that the overall remuneration
the Nomination and Remuneration Committee
(including commission) shall not exceed 5%
subject to the condition that the overall
of net profit of the Company, with effect from
remuneration (including commission) shall
25-111

1 April 2018 to Mr. Jasbir Singh (DIN : 00259632),

not exceed 5% of net profit of the Company,
Chairman and Chief Executive Officer of the
with effect from 1 April 2018 to Mr. Daljit Singh
Company.
(DIN : 02023964), Managing Director of the
Statutory Reports

RESOLVED FURTHER THAT the Board of

Company.
Directors (hereinafter referred to as the “Board”
which expression shall also include a committee
 34 Annual Report 2017-18
20-21

NOTICE (Contd.)
Our Leadership Team

RESOLVED FURTHER THAT the Board of accorded to the payment of commission from
Directors (hereinafter referred to as the “Board” financial year 2018-19 (basis the net profit of
which expression shall also include a committee the previous financial year) to the Independent
thereof) be and is hereby authorized to vary Directors of the Company, individually, as may
or increase the remuneration specified above be decided by the Board from time to time,
from time to time to the extent the Board of provided that the total commission payable
18-19

Directors may deem appropriate, provided that to the Independent Directors per annum shall
such variation or increase, as the case may be, not exceed one percent (or such higher limits
is within the overall limits as specified under the as may be prescribed under Act by way of
Chairman and CEO’s Perspective

relevant provisions of the Companies Act, 2013 amendment or re-enactment thereof) of the net
and/ or as approved by the Central Government profit of the Company for that year as computed
or such other competent authority. in the manner specified under Section 198 of
the Act, with authority to the Board of Directors
RESOLVED FURTHER THAT in the event in any
(“the Board”, which expression shall also
financial year during the tenure of the Managing
include a duly constituted Committee thereof)
Director, the Company does not earn any profits
to determine the manner, proportion in which
or earns inadequate profits as contemplated
the amount be distributed among Independent
under the provisions of Schedule V to the
Directors.
1-24

Companies Act, 2013, the Company may pay to

the Managing Director, the above remuneration RESOLVED FURTHER THAT the aforesaid
excluding commission amount payable on Commission, which shall not exceed one
Corporate Overview

profits earned, as the minimum remuneration by percent (or such higher limits as may be
way of salary and allowances as specified above prescribed under Act by way of amendment
and subject to receipt of the requisite approvals, or re-enactment thereof) of the net profits of
if any. the Company for that year as computed in the
RESOLVED FURTHER THAT the Board of manner specified under Section 198 of the Act,
Directors be and is hereby authorised to take shall be in addition to the fee payable to them for
all such steps as may be necessary, proper or attending the meetings of the Board of Directors
expedient to give effect to this resolution.” of the Company or any Committee(s) thereof or
reimbursement of expenses, if any, to be paid
10. Payment of fees to Independent Directors of
and distributed amongst Independent Directors
the Company
as aforesaid in such amounts or proportions
To consider and if thought fit, to pass with
and in such manner as the Board may, from time
or without modification(s), the following
to time deem fit.
resolutions as an Ordinary Resolution:
RESOLVED FURTHER THAT for the purpose
“RESOLVED THAT in accordance with the
of giving effect to the foregoing resolution, the
provisions of Sections 197, 198 and other
Board of Directors of the Company be and are
applicable provisions, if any, of the Companies
hereby authorised to do all such acts, deeds,
Act, 2013, (the “Act”) including any statutory
matters and things, as it may in its absolute
modification(s) or re-enactment(s) thereof,
discretion deem necessary, proper, desirable
Regulation 17(6)(a) of the SEBI (Listing
and to settle any question, difficulty or doubt
Obligations and Disclosure Requirements)
that may arise in this regard without being
Regulations, 2015, the Articles of Association
required to seek any further consent or approval
of the Company and subject to all applicable
of the members of the Company or otherwise.”
approval(s) as may be required, consent of the
members of the Company be and is hereby

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India) Private Limited)
(Konica Yadav)
Place : Gurugram Company Secretary and Compliance Officer
Date : 7 August 2018 Membership No. : A30322
 Amber Enterprises India Limited 35

NOTICE (Contd.)

NOTES : and participation at the meeting.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT 7. Members are requested to bring Annual Report 2017-
THE ANNUAL GENERAL MEETING (“AGM”) IS 18 along with them to the Annual General Meeting,
ENTITLED TO APPOINT A PROXY, OR, WHERE THAT since extra copies will not be supplied at the meeting.
IS ALLOWED, ONE OR MORE PROXIES, TO ATTEND 8. In case of joint holders attending the AGM, only such
AND VOTE ON A POLL ON HIS/ HER BEHALF joint holder who is higher in the order of names will be
AND SUCH PROXY NEED NOT BE A MEMBER OF entitled to vote.
COMPANY. THE INSTRUMENT APPOINTING THE 9. Members are requested to notify immediately any
PROXY TO BE EFFECTIVE, SHOULD BE DEPOSITED change of address:
AT THE REGISTERED OFFICE OF THE COMPANY
(i) To their Depository Participants (DPs) in respect
NOT LATER THAN FORTY EIGHT (48) HOURS
of the shares held in Dematerialized form and;
BEFORE THE COMMENCEMENT OF THE MEETING.
(ii) To the Company and its Registrar & Share
BLANK PROXY FORM FOR THE AGM IS ENCLOSED.
Transfer Agent (RTA) i.e. Karvy Computer Share
A person can act as a proxy on behalf of members not
Private Limited having its Registered Office:
exceeding fifty (50) and holding in the aggregate not
Karvy House, 46 Avenue 4, Street No.1, Banjara
more than ten percent of the total share capital of the
Hills, Hyderabad – 500 034 in respect of the
Company carrying voting rights. A member holding
shares held in physical form together with a
more than ten percent of the total share capital of the
proof of address viz. Electricity Bill/Telephone
Company carrying voting rights may appoint a single
Bill/Ration Card/Voter ID Card/Passport etc.
person as proxy and such person shall not act as a
quoting correct Folio Number.
proxy for any other person or member.
10. Members are requested to make all correspondence
2. PROXIES SUBMITTED ON BEHALF OF COMPANIES in connection with shares held by them by addressing
AND OTHER BODIES CORPORATE, SOCIETIES, letters directly to the Company quoting reference of
TRUST, ETC., MUST BE SUPPORTED BY AN their Folio numbers or their Client ID number with DP
APPROPRIATE RESOLUTION, AS APPLICABLE. ID number, as the case may be.
3. A Corporate Member entitled to attend the AGM shall 11. The Register of Directors and Key Managerial
along with their authorised representative(s) send a Personnel and their shareholding maintained under
certified true copy of a resolution passed by the Board section 170 of the Companies Act, 2013 and the
of Directors and vote on their behalf at the meeting. Registers of Contracts or Arrangements in which the
4. A member is entitled to inspect proxies lodged directors are interested maintained under section
at any time before 24 hours of the time fixed for 189 of the Companies, 2013 will be available for
commencement of the AGM ending with the inspection by the members at the AGM.
conclusion of the AGM, provided that not less than 12. Members may also note that the Notice of the 28th
three days’ notice in writing is given to the Company. Annual General Meeting and the Annual Report for
5. For the convenience of Members and for the proper 2017-18 will also be available on the Company’s
conduct of the AGM, entry to the place of AGM will website www.ambergroupindia.com for their
be regulated by an Attendance Slip, which is annexed download. The physical copies of the aforesaid
to the proxy form, Members/Proxies attending the documents will also be available at the Company’s
AGM are kindly requested to complete the enclosed Registered Office for inspection during normal
112-252

Attendance Slip, affix their signature at the place business hours on working days. Even after registering
provided thereon and hand it over at the entrance. for e-communication, members are entitled to
Financial Section

Proxy holder shall prove his identity at the time of receive such communication in physical form, upon
attending the AGM. A Proxy Form which does not making a request for the same, by post free of cost.
state the name of the Proxy shall be considered For any communication, the shareholders may also
invalid. send requests to the Company’s investor email id:
6. Members/Proxies are requested to tender their [email protected].
25-111

Attendance Slips at the registration counters at 13. THE REGISTER OF MEMBERS AND SHARE
the venue of the AGM and seek registration before TRANSFER BOOKS WILL REMAIN CLOSED FROM
entering the meeting Hall. In order to enable us to 11 SEPTEMBER 2018 TILL 17 SEPTEMBER 2018
Statutory Reports

register your attendance at the venue of the AGM, (BOTH DAYS INCLUSIVE) FOR THE PURPOSE OF
we request you to bring your folio number/demat ANNUAL GENERAL MEETING FOR THE FINANCIAL
account number/DP ID-Client ID to enable us to give YEAR ENDED ON 31 MARCH 2018.
you a duly filled attendance slip for your signature
 36 Annual Report 2017-18
20-21

NOTICE (Contd.)
Our Leadership Team

14. The Explanatory Statement pursuant to Section 102 20. Only members of the Company whose names
of the Companies Act, 2013 is annexed hereto. appear on the Register of Members/Proxy holders,
15. All the documents referred to in the Notice and in possession of valid attendance slips duly filled
Explanatory Statement shall be open for inspection at and signed will be permitted to attend the AGM. The
the Registered Office of the company on all working Company reserves its right to take all steps as may
days during business hours up to the date of the be deemed necessary to restrict non-members from
18-19

meeting and the venue of the meeting during the attending the AGM.
meeting.
ELECTRONIC VOTING :
Chairman and CEO’s Perspective

16. Details as required in sub regulation (3) of Regulation

1. The businesses as set out in the Notice will be
36 of SEBI (Listing Regulations and Disclosure
transacted through electronic voting system and the
Requirements) Regulations, 2015 in respect of
Company will provide a facility for voting by electronic
the Director seeking reappointment at the Annual
means.
General Meeting forms integral part of the Notice.
The Directors have furnished consents for his re- In compliance with the provisions of Section 108
appointment as required under the Companies Act, of the Companies Act, 2013, read with Rule 20 of
2013 and Rules made thereunder. the Companies (Management and Administration)
Rules, 2014, as substituted by Companies
17. In line with the measures of Green Initiatives, the
1-24

(Management and Administration) Amendment

Companies Act, 2013 provides for sending notice
Rules, 2015 (“Amended Rules 2015”) and Regulation
of the meeting and other member correspondence
Corporate Overview

44 of the SEBI (Listing Obligations and Disclosure

through electronic mode. Members holding
Requirements) Regulations, 2015 and Secretarial
shares in physical mode are requested to register
Standards on General Meetings (SS-2) issued by
their e-mail ids with the company at infoamber@
the Institute of Company Secretaries of India, the
ambergroupindia.com and with RTA at einward.
Company is pleased to provide its Members facility
[email protected]. Members holding shares in demat
to exercise their right to vote on resolutions proposed
mode are requested to register their email id’s with
to be considered at the 28th Annual General Meeting
their respective Depository Participants. If there is
by electronic means and the businesses may be
any change in the email id already registered with
transacted through e-Voting Services. The facility of
the company /RTA, members are requested to
casting the votes by the Members using an electronic
immediately notify the same to the Company.
voting system from a place other than venue of the
18. Notice is being sent to all the members (electronic or
AGM (“remote e-voting”) will be provided by Karvy
physical copy), whose names appears in the Register
Computershare Private Limited (“Karvy”).
of Members as on 17 August 2018, the Friday. The
2. The facility of Insta Voting shall be made available
Notice of the meeting is also posted on the website
at the venue of the AGM and the Members attending
of the company i.e. www.ambergroupindia.com. The
the meeting who have not cast their vote by remote
Annual Report 2017-18, the Notice of the 28th AGM,
e-voting shall be able to exercise their right at the
instructions for e-voting along with the attendance
meeting through Insta voting.
slip and proxy form are being sent by electronic mode
to members whose e-mail addresses are registered 3. The voting through electronic means will commence
with the Company/Depository Participant, unless on 14 September 2018, Friday at 09.00 A.M. and
a member has requested for a physical copy of the will end on 16 September 2018 Sunday at 05.00 P.M
documents. For members who have not registered (both days inclusive). During this period members of
their e-mail addresses, physical copies are sent the Company holding shares either in physical form
through the permitted mode. or in dematerialized form, as on the cutoff date of
10 September 2018 may cast their vote electronically.
19. The Securities and Exchange Board of India (SEBI)
The e-voting module shall be disabled by the Karvy
has mandated the submission of Permanent Account
for voting thereafter. Once the vote on a resolution is
Number (PAN) by every participant in securities
cast by the shareholders, the shareholders shall not
market. Members holding shares in electronic form
be allowed to change it subsequently.
are, therefore, requested to submit their PAN to
their depository participants with whom they are 4. The members who have cast their votes before the
maintaining their demat accounts. Members holding AGM can also attend the meeting but shall not be
shares in physical form can submit their PAN to the entitled to cast their votes again.
Company/Karvy. 5. A person who is not a Member as on cut-off date
should treat this notice for information purpose only.
 Amber Enterprises India Limited 37

NOTICE (Contd.)

PROCEDURE AND INSTRUCTIONS FOR REMOTE 5. You need to login again with the new credentials.
E-VOTING: 6. On successful login, the system will prompt you
Procedure of E-Voting – In compliance with provisions of to select the E-Voting Event Number (EVEN) for
Section 108 of the Companies Act, 2013 and Rule 20 of Amber Enterprises India Limited.
the Companies (Management and Administration) Rules, 7. On the voting page enter the number of shares
2014, as amended and as per the requirements of the (which represents the number of votes) as on
SEBI (LODR) Regulations 2015, your Company is pleased the cut-off Date under each of the heading of
to provide members facility to exercise their right to vote the resolution and cast your vote by choosing
at the 28th Annual General Meeting (“AGM”) by electronic the “FOR / AGAINST” or alternatively, you may
means and the business may be transacted through partially enter any number in “FOR” and partially
e-Voting Services provided by Karvy Computershare in “AGAINST” but the total number in “FOR /
Private Limited (“Karvy”) on all resolutions set forth in AGAINST” taken together should not exceed
this Notice, from a place other than the venue of the AGM your total shareholding as mentioned overleaf.
(“Remote e-voting”). You may also choose the option “ABSTAIN”
A. The remote e-voting facility will be available at the link and the shares held will not be counted under
https://evoting.karvy.com during the following voting either head. Option “FOR” implies assent to the
period: resolution and “AGAINST” implies dissent to the
Commencement of remote e-voting: FROM 9.00 a.m. resolution.
on Friday, 14 September 2018. 8. Members holding multiple folios / demat
End of remote e-voting: TO 5.00 p.m. on Sunday, accounts shall choose the voting process
16 September 2018. separately for each of the folios / demat
accounts.
B. In case a Member receives an e-mail from Karvy [for
Members whose e-mail IDs are registered with the 9. Voting has to be done for each item of the Notice
Company/ Depository Participants(s)] which includes separately. In case you do not desire to cast your
details of E-Voting Event Number (EVEN), USER ID vote on any specific item it will be treated as
and password : abstained.

1. Launch internet browser by typing the URL: 10. You may then cast your vote by selecting an
https://evoting.karvy.com. appropriate option and click on “Submit”.

2. Enter the login credentials (i.e. User id and 11. A confirmation box will be displayed. Click “OK”
password mentioned in e-mail). Your Folio No./ to confirm else “CANCEL” to modify. Once you
DP ID / Client ID will be your User ID. However, confirm, you will not be allowed to modify your
if you are already registered with Karvy for vote. During the voting period, Members can
e-voting, you can use your existing User ID and login any number of times till they have voted on
password for casting your vote. the Resolution(s).

3. After entering these details appropriately, click 12. Corporate / Institutional Members (i.e. other
on “LOGIN”. than Individuals, HUF, NRI, etc.) are also
required to send scanned certified true copy
4. You will now reach password change menu
(PDF / JPEG Format) of the Board Resolution
wherein you are required to mandatorily
/ Authority Letter etc. together with attested
change your password. The new password
112-252

specimen signature(s) of the duly authorised

shall comprise minimum 8 characters with at
representative(s), to the Scrutinizer at e-mail
least one upper case (A-Z), one lower case (a-
id: [email protected]. They may
Financial Section

z), one numeric (0-9) and a special character

also upload the same in the e-voting module
(@,#,$,etc.). The system will prompt you to
in their login. The scanned image of the above
change your password and update your contact
mentioned documents should be in the naming
details like mobile number, email ID etc. on first
format “Corporate Name_EVENT NO.”
login. You may also enter a secret question and
25-111

answer of your choice to retrieve your password C. In case a Member receives physical copy of the
in case you forget it. It is strongly recommended AGM Notice by courier (for members whose email
that you do not share your password with any Ids are not registered with the Company/Depository
Statutory Reports

other person and take utmost care to keep your Participant(s)).

password confidential. a) User ID and initial password are provided
overleaf.
 38 Annual Report 2017-18
20-21

NOTICE (Contd.)
Our Leadership Team

b) Please follow all steps from Sr. No. (1) to (12) as d) Member may send an e-mail request to evoting@
mentioned in (B) above, to cast your vote. karvy.com
D. Once the vote on a resolution is cast by a Member, If the member is already registered with Karvy for
the Member shall not be allowed to change it e-voting, he can use his existing User ID and password
subsequently or cast the vote again. for casting the vote through e-voting.
18-19

E. In case of any query pertaining to e-voting, please

visit Help & FAQ’s section available at Karvy’s website OTHER INSTRUCTIONS
https://evoting.karvy.com or call Karvy on 040- 1. The voting rights of Members shall be in proportion
Chairman and CEO’s Perspective

67161616 or send an e-mail request to evoting@ to their share of the paid up equity share capital of
karvy.com. the Company as on the cut-off date i.e. 10 September,
F. The facility for ballot / polling paper shall be made 2018, Monday.
available at the AGM and the members attending 2. The Company has appointed M/s V Jhawar &
AGM who have not cast their vote by e-voting shall be Co, Practicing Company Secretary (Membership
able to vote at the AGM through ballot / polling paper. No. 30623, CP No 9150), to act as Scrutinizer for
The members who have cast their vote by e-voting conducting the electronic voting process in a fair and
may also attend AGM, but shall not be entitled to cast transparent manner.
their vote again.
1-24

3. The Chairman shall, at the AGM, at the end of

G. Any person who becomes member of the Company discussion on the resolutions on which voting is to be
after dispatch of the Notice of the meeting and held, allow voting with the assistance of scrutinizer,
Corporate Overview

holding shares as on the cut-off date i.e. Friday, 17 by use of insta poll facility for all those members who
August 2018 may obtain the User Id and password in are present at the AGM but have not cast their votes
the manner as mentioned below: by availing the remote e-voting facility.
a) If the mobile number of the member is registered 4. The Scrutinizer shall, immediately after the conclusion
against Folio No./ DPID Client ID, the member of voting at the general meeting, first count the votes
may send SMS: cast at the meeting and thereafter unblock the votes
MYEPWD<space> E-Voting Event Number cast through remote e-voting in the presence of at
+Folio no. or DPID Client ID to +91-9212993399 least two witnesses not in the employment of the
Company and shall make, not later than two days
Example for NSDL :
of the conclusion of the AGM i.e., on or before 19
MYEPWD<SPACE>IN12345612345678
September 2018, a consolidated scrutinizer’s report
Example for CDSL: of the total votes cast in favor or against, if any, to the
MYEPWD<SPACE>1402345612345678 Chairman or a person authorized by him in writing,
Example for Physical: MYEPWD<SPACE> who shall countersign the same and declare the
XXXX1234567890 result of the voting forthwith.
b) If e-mail address or mobile number of the 5. The result declared along with the consolidated
member is registered against Folio No. / DPID scrutinizer’s report will be placed on the website of
Client ID, then on the home page of https:// the Company: www.ambergroupindia.com and on
evoting.karvy.com, the member may click the website of Karvy at: https://evoting.karvy.com.
“Forgot Password” and enter Folio No. or DPID The result will simultaneously be communicated to
Client ID and PAN to generate a password. the Stock exchanges.
c) Member may Call Karvy’s Toll free number
1-800-3454-001

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India) Private Limited)
(Konica Yadav)
Place : Gurugram Company Secretary and Compliance Officer
Date : 7 August 2018 Membership No. : A30322
 Amber Enterprises India Limited 39

NOTICE (Contd.)

EXPLANATORY STATEMENT
{Pursuant to Section 102 of the Companies Act, 2013}

ITEM NO. 4 ITEM NO. 5

Pursuant to the provisions of Section 148(3) of the The Company has successfully completed its Initial Public
Companies Act, 2013 read with Rule 14 of the Companies Offering (“IPO”) of Equity Shares during the financial year
(Audit and Auditors) Rules, 2014 (including any statutory 2017-18 and the equity shares of the Company got listed
amendment(s) or re-enactments thereof), the Board on BSE Limited and National Stock Exchange of India
of Directors of the Company at their meeting held on Limited with effect from 30 January 2018.
7 August 2018, on the recommendation of the Audit Prior to the IPO, the Company had entered into Shareholders
Committee, approved the appointment of M/s. K.G. Agreement with Private Equity Investors, namely Ascent
Goyal & Associates, a firm of Cost Accountants (Firm Investment Holdings Pte. Limited (“Ascent”) wherein
Registration No. 000024), having its office at 4A, Pocket Ascent was given certain rights including right to appoint
2, Mix Housing Scheme, New Kondli, Mayur Vihar – III, nominee directors on the Board of the Company. It was
New Delhi – 110096 as Cost Auditor of the Company agreed amongst the Company and Ascent that pursuant
for the Financial Year 2018 – 19 at a remuneration of to completion of successful IPO, the Shareholders
` 40,000/- and the payment of applicable taxes and out of Agreement would get terminated. However, it was also
pocket expenses, if any. agreed that the right accorded to Ascent to appoint one
In terms of the provisions of Section 148(3) of the Companies nominee director on the Board of the Company would
Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit continue to exist beyond successful IPO so long as Ascent
and Auditors) Rules, 2014, the remuneration payable to hold 15% (fifteen percent) or more of the Share Capital of
the Cost Auditor is required to be ratified by the Members the Company which was stated in Article 23 of Part-A of
of the Company. Accordingly, consent of the Members Articles of Association.
is sought to ratify the remuneration payable to the Cost As a part of IPO process and pursuant to the undertaking
Auditor. given to the Securities and Exchange Board of India
The Partners of the Firm are holding a valid certificate of (“SEBI”) in this regard in response to the directions given
practice under sub-section (1) of Section 6 of Cost and by SEBI vide its emails dated 26 October 2017 and 27
Works Accountants Act, 1959. October 2017 the right of Ascent to nominate a director
K.G. Goyal & Associates, a firm of Cost Accountants, on the Board of the Company shall be exercised only
had certified that their appointment is within the limits after obtaining shareholders’ approval through a Special
prescribed under Section 141(3)(g) read with Section Resolution after the IPO.
148 of the Companies Act, 2013 and further they are Therefore, it is proposed to approve the same as a Special
independent firm of Cost Accountants and having arm’s Resolution and accordingly, the same will reflected in
length relationship with our Company. the Articles of Association of the Company by amending
K.G. Goyal & Associates also confirmed that there are no existing Article 23 of the Articles of Association of the
orders or proceedings which are pending against their firm Company in the following manner:
or any of their partners relating professional matters of “Subject to the applicable provisions of the Act, the
conduct before the Institute of Cost Accountants of India number of Directors of the Company shall not be less than
or any competent authority or any court. 3 (three) and not more than 15 (fifteen). The Company
112-252

None of the directors or the manager or any other key shall also comply with the provisions of the Companies
managerial personnel or their relatives has got any concern (Appointment and Qualification of Directors) Rules,
or interest whether financial or otherwise, if any, in respect 2014 and the provisions of the Listing Regulations. The
Financial Section

of Ordinary Resolution proposed at item No.4. Board shall have an optimum combination of executive
and Independent Directors with at least 1 (one) woman
The Company has disclosed all the related information
Director, as may be prescribed by Law from time to time.
and to the best of understanding of the Board of Directors
So long as Ascent holds 15% or more of the Share Capital
no other information and facts are required to be disclosed
of the Company, Ascent shall have the right to nominate a
25-111

that may enable members to understand the meaning,

Director on the Board.’’
scope and implications of the items of business and to
take decision thereon. Further, it is proposed to remove some consequential
Statutory Reports

changes like removal of first paragraph and subsequent

The Board of Directors of your Company recommends that
word “Part A” and removal of entire Part-B are proposed in
the Resolution under Item No. 4 be passed in the Interest
order to make Articles updated.
of your Company.
It may be noted that in the Articles itself, it was stated that
 40 Annual Report 2017-18
20-21

NOTICE (Contd.)
Our Leadership Team

Part-B of Articles of Association which provided special 180(1)(a) of the Act provides for the power to sell, lease or
rights to Ascent would automatically get terminated otherwise dispose of the whole or substantially the whole
without any further action. of the undertaking of the Company subject to the approval
The Board recommends the Special Resolution for of members in the general meeting.
approval of the members of the Company. None of the directors or the manager or any other key
managerial personnel or their relatives has got any concern
18-19

Except Mr. Manoj Kumar Sehrawat, nominee of Ascent,

none of the directors or the manager or any other key or interest whether financial or otherwise, if any, in respect
managerial personnel or their relatives has got any concern of Special Resolution proposed at item No. 6 & 7.
Chairman and CEO’s Perspective

or interest whether financial or otherwise, if any, in respect The Company has disclosed all the related information
of Special Resolution proposed at item No. 5. and to the best of understanding of the Board of Directors
The Company has disclosed all the related information no other information and facts are required to be disclosed
and to the best of understanding of the Board of Directors that may enable members to understand the meaning,
no other information and facts are required to be disclosed scope and implications of the items of business and to
that may enable members to understand the meaning, take decision thereon.
scope and implications of the items of business and to Accordingly, the Board of Directors of your Company
take decision thereon. recommends that the Resolutions under Item No. 6 & 7 be
passed in the interest of your Company.
1-24

Accordingly, the Board of Directors of your Company

recommends that the Resolution under Item No. 5 be
passed in the interest of your Company. ITEM NO. 8
Corporate Overview

The Nomination and Remuneration Committee, in its

ITEM NO. 6 & 7 meeting held on 6 August 2018 recommended and the
At the Extra Ordinary General Meeting of the Company Board of Directors, in its meeting held on 7 August 2018,
held on 20 September 2017, the members of the Company approved the payment of remuneration of ` 1,62,00,000/-
had approved borrowings limits under Section 180 (1)(c) per annum and commission subject to the condition that
of the Companies Act, 2013 (the “Act”) upto ` 500 crore. the overall remuneration (including commission) shall not
Keeping in view your Company’s existing and future exceed 5% of net profit of the Company, payable for the
financial requirements for furtherance of its business financial year in which adequate profit is earned, to Mr.
operations and since the turnover of the Company is Jasbir Singh (DIN : 00259632), as Chairman and Chief
witnessing constant increase, your Company anticipates Executive Officer of the Company with effect from 1
that the Company may require additional funds for smooth April 2018, subject to the approval of the members in the
functioning of its operations. For this purpose and as per General Meeting.
section 180 (1) (c) of the Act, the Company is desirous Mr. Jasbir Singh is a Chairman and Chief Executive
of raising finance from various Banks and/or Financial Officer of the Company and one of the Promoters of the
Institutions and/or any other lending institutions and/or Company. Since 1 April 2015 Mr. Jasbir Singh is drawing
Bodies Corporate and/or such other persons/ individuals a remuneration of ` 10,80,000/- per month, which was
as may be considered fit, which, together with the moneys approved by Board of Directors in its meeting held on 22
already borrowed by the Company (apart from temporary September 2015 and also approved by members in the
loans obtained from the Company’s bankers in the ordinary AGM held on 29 September 2015
course of business) may exceed the aggregate of the paid- Mr. Jasbir Singh, has provided dedicated and meritorious
up capital and the free reserves of the Company. Hence, it services and significant contribution to the overall growth
is proposed to increase the maximum borrowing limit up of the Company and successful completion of the Initial
to ` 1500 crore or aggregate of its paid-up share capital, Public Offering (IPO) of the Company and getting the equity
free reserves and securities premium, whichever is higher shares listed on both the Stock Exchanges on January 30,
and for this approval of members is required. The requisite 2018. Mr. Jasbir Singh is responsible for the functioning
authorization is required to be given to the Board and its of entire Amber Group but not for Amber Enterprises India
committee to avail funds from the Banks and/ or Financial Limited alone.
/ Lending Institutions and/or Body Corporate(s) or from
The payment of remuneration was approved by the Board
any other sources up to the aforesaid limit of ` 1500 crore
based on industry standards, responsibilities handled by
or aggregate of its paid-up share capital, free reserves and
the Chairman /Chief Executive Officer of the Company.
securities premium, whichever is higher.
Approval of the members is sought for approval of
In order to facilitate the borrowing made/to be made by
remuneration and commission as approved by the
the Company, it would be necessary to create charge
Board on the recommendations of the Nomination and
on the assets or undertaking of the Company. Section
Remuneration Committee, subject to the condition that
 Amber Enterprises India Limited 41

NOTICE (Contd.)

the overall remuneration (including commission) shall various business units / functions against their annual
not exceed 5% of net profit of the Company, payable for targets and provides corrective actions.
the financial year in which adequate profit is earned, with The payment of remuneration was approved by the Board
effect from 1 April 2018 to Mr. Jasbir Singh as Chairman based on industry standards, responsibilities handled by
and Chief Executive Officer of the Company. the Managing Director of the Company.
Mr. Jasbir Singh and his relatives shall be deemed to be Approval of the members is sought for approval of
concerned or interested in the resolution to the extent remuneration and commission as approved by the
of remuneration payable to Mr. Jasbir Singh under the Board on the recommendations of the Nomination and
resolution. Remuneration Committee subject to the condition that
With his vast experience in electronic manufacturing the overall remuneration (including commission) shall
industry, the Board of Directors considered it to be not exceed 5% of net profit of the Company, payable for
desirable to approve remuneration payable to him. the financial year in which adequate profit is earned, with
None of the Directors except Mr. Jasbir Singh himself effect from 1 April 2018 to Mr. Daljit Singh as Managing
and Mr. Daljit Singh, as a relative of Mr. Jasbir Singh, Director of the Company.
is concerned or interested in the resolution. No other Mr. Daljit Singh and his relatives shall be deemed to be
Directors, Key Managerial Personnel or their relatives are concerned or interested in the resolution to the extent
concerned or interested in the resolution. of remuneration payable to Mr. Daljit Singh under the
The Company has disclosed all the related information resolution.
and to the best of understanding of the Board of Directors With his vast experience in electronic manufacturing
no other information and facts are required to be disclosed industry, the Board of Directors considered it to be
that may enable members to understand the meaning, desirable to approve remuneration payable to him.
scope and implications of the items of business and to None of the Directors except Mr. Daljit Singh himself
take decision thereon. and Mr. Jasbir Singh, as a relative of Mr. Daljit Singh,
Accordingly, the Board of Directors of your Company is concerned or interested in the resolution. No other
recommends that the Resolution under Item No. 8 be Directors, Key Managerial Personnel or their relatives are
passed in the interest of your Company. concerned or interested in the resolution.
The Company has disclosed all the related information
ITEM NO. 9 and to the best of understanding of the Board of Directors
The Nomination and Remuneration Committee, in its no other information and facts are required to be disclosed
meeting held on 6 August 2018 recommended and the that may enable members to understand the meaning,
Board of Directors, in its meeting held on 7 August 2018, scope and implications of the items of business and to
approved the payment of remuneration of ` 1,44,00,000/- take decision thereon.
per annum and commission, subject to the condition that Accordingly, the Board of Directors of your Company
the overall remuneration (including commission) shall not recommends that the Resolution under Item No. 9 be
exceed 5% of net profit of the Company, payable for the passed in the interest of your Company.
financial year in which adequate profit is earned, to Mr.
Daljit Singh (DIN : 02023964), as Managing Director of ITEM NO. 10
the Company with effect from 1 April 2018, subject to the
The members of the Company are required to note that
approval of the members in the General Meeting.
the Independent Directors of the Company bring with them
112-252

Mr. Daljit Singh is a Managing Director of the Company and significant professional expertise and rich experience
one of the Promoters of the Company. Since 1 April 2015 across a wide spectrum of functional areas.
Mr. Daljit Singh is drawing a remuneration of ` 9,60,000/-
Financial Section

Considering the rich experience and expertise brought to

per month, which was approved by Board of Directors in its
the Board by the Independent Directors, it is considered
meeting held on 22 September 2015.
prudent that adequate commission should be given to the
Mr. Daljit Singh, has provided keen and commendable Independent Directors so as to compensate them for their
services and significant contribution to the overall growth time and efforts and also to retain and attract the pool of
of the Company and successful completion of Initial Public
25-111

talent for the growth and prosperity of the Company.

Offering (“IPO”) of the Company and getting the equity
Section 197 of the Companies Act, 2013 permits payment
shares listed on both the stock exchanges on January 30,
of remuneration either by way of monthly salary or by
Statutory Reports

2018
way of specified percentage of profits of the Company
Mr. Daljit Singh, who is responsible for overall operations to Independent Directors of a Company not exceeding
of Amber Group, including addition of new customer,
developing strategy plans, monitoring performance of
 42 Annual Report 2017-18
20-21

NOTICE (Contd.)
Our Leadership Team

one percent per annum (or such higher limits as may Independent Directors of the Company including their
be prescribed under Companies Act, 2013 by way of relatives to the extent of their shareholding in the
amendment or re-enactment thereof) of the net profit of Company, if any, are interested in this resolution. Save
the Company subject to the approval of the Members at and except the above none of the other Directors or the
the General Meeting. Key Managerial Personnel or their relatives are in any way
Accordingly, it is proposed that in terms of section 197 of interested or concerned, either financially or otherwise in
18-19

the Act, the Directors (apart from the Managing Director this Resolution.
and Whole time Directors) be paid, from financial year The Company has disclosed all the related information
Chairman and CEO’s Perspective

2018-19 (basis the net profit of the previous financial and to the best of understanding of the Board of Directors
year) a commission every financial year not exceeding one no other information and facts are required to be disclosed
percent (or such higher limits as may be prescribed under that may enable members to understand the meaning,
Act by way of amendment or re-enactment thereof) per scope and implications of the items of business and to
annum of the net profits of the Company. The Manner and take decision thereon.
proportion of the same shall be determined by the Board of The Board of Directors of your Company recommends
Directors pursuant to recommendation of the Nomination that the Resolution under Item No. 10 be passed in the
and Remuneration Committee of the Company. interest of your Company.
The aforesaid Commission to Independent directors
1-24

shall be in addition to the sitting fees payable to them for

attending meetings of the Board and Committees thereof.
Corporate Overview

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India) Private Limited)
(Konica Yadav)
Place : Gurugram Company Secretary and Compliance Officer
Date : 7 August 2018 Membership No. : A30322
 Amber Enterprises India Limited 43

NOTICE (Contd.)
ANNEXURE TO ITEM 2

ADDITIONAL INFORMATION ON DIRECTOR RECOMMENDED FOR RE-APPOINTMENT AS REQUIRED UNDER

REGULATION 36 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015 AND
SECRETARIAL STANDARDS-2 AS PRESCRIBED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Name of Director Mr. Jasbir Singh

Age 43 Years
Qualifications Bachelor’s degree in Engineering (industrial production) from Karnataka University.
Master’s degree in Business Administration from the University of Hull, United Kingdom.
Experience He is serving the Board of Amber Enterprises India Limited (“Amber”) since 1 October
2004. He has played an instrumental role in the growth of Amber. He has successfully
established over six factories in past ten years and established relationships with
various large brands. Under his guidance, Amber has initiated the concept of additive
manufacturing solutions. He has played an instrumental role in successful acquisition
of PICL (India) Private Limited in 2012, the wholly owned subsidiary of Amber.
He is having more than 15 years of experience in the RAC manufacturing sector.
Terms and conditions of He has been inducted as a member of Board w.e.f 1 October 2004 liable to retire by
appointment or re-appointment rotation and Chairman and Chief Executive Officer of the Company w.e.f from
25 August 2017.
Details of remuneration sought Remuneration sought to be paid : ` 1,62,00,000 per annum w.e.f 1 April 2018, subject to
to be paid and the remuneration approval of members in ensuing Annual General Meeting
last drawn by such person, if
Remuneration paid in the last financial year was: ` 1,29,60,000 per annum.
applicable
Date of first appointment on the 1 October 2004
Board
Shareholding in the company 70,55,760 Equity Shares
Relationship with other Mr. Daljit Singh is Brother
Directors, Manager and other
Key Managerial Personnel of the
Company
Number of Meetings of the 11/11
Board attended during the year
Other Directorships 1. PICL (India) Private Limited;
2. Appserve Appliance Private Limited;
3. IL JIN Electronics (India) Private Limited

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 Audit Committee Member
Limited (Formerly Known as Corporate Social Responsibility Member
Amber Enterprises (India) Committee
Private Limited)
112-252

PICL (India) Private Limited Nomination and Remuneration Member

Committee
Corporate Social Responsibility Member
Committee
Financial Section

IL JIN Electronics (India) Audit Committee Member

Private Limited
25-111
Statutory Reports
 44 Annual Report 2017-18
20-21

ROUTE MAP TO THE VENUE OF 28TH ANNUAL GENERAL MEETING

Our Leadership Team
18-19
Chairman and CEO’s Perspective

From Chandigarh International Airport (33.5 km)

1-24
Corporate Overview

From Rajpura Railway Station (3.3 km)

From Rajpura Bustand (3.2 km)

 Amber Enterprises India Limited 45

DIRECTOR’S REPORT
Dear Members,

Your Directors have pleasure in presenting the 28th ANNUAL REPORT on the Business and Operations of the Company along
with the audited standalone and consolidated financial statements of your Company for the financial year ended 31 March
2018.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

Financial Summary /Performance of the Company (Standalone and Consolidated)

(` in Lakh)
Standalone Consolidated
For the financial year ended For the financial year ended
Particulars 31 March 2018 31 March 2017 31 March 2018 31 March 2017
Revenue from operations 194,997.47 163,237.02 217,150.82 173,581.45
Other Income 768.73 816.12 871.63 881.27
Total Income from operations 195,766.20 164,053.14 218,022.45 174,462.72
Total Expenses 186,849.09 160,201.89 209,082.01 170,892.08
Profit Before Tax (PBT) 8,917.11 3,851.25 8,940.44 3,570.64
Tax Expense
Current Tax 1,926.30 893.66 1,926.30 883.95
Deferred Tax 792.22 540.70 783.56 472.31
Profit After Tax (PAT) 6,198.59 2,416.89 6,230.58 2,214.38
Earnings Per Equity Share (`)
Basic 23.04 10.69 23.16 9.80
Diluted 23.04 10.69 23.16 9.80

Vide notification dated 16 February 2015, the Ministry For the year ended 31 March 2018 the revenue from
of Corporate Affairs notified the Indian Accounting the operations (net off excise) grew by 23% to `
Standards (“Ind AS”) to be applicable to certain 1,92,307.26 Lakh as compared to ` 1,56,193.95 Lakh
class of companies including listed companies, for during the previous year.
the accounting periods beginning on or after 1 April Profit before tax for the year was higher by 132% to
2016, with comparatives to be provided for the period ` 8,917 Lakh as compared to ` 3,851.25 Lakh in the
ending on 31 March 2016. Ind AS has replaced the previous year and Profit after tax for the year was
existing Indian GAAP prescribed under section 133 higher by 156% to ` 6,198.59 Lakh as compared to
of the Companies Act, 2013 (the “Act”). The financial ` 2,416.89 Lakh in the previous year.
statements (standalone and consolidated) for the
On the consolidated basis, the revenue from the
financial year ended 31 March 2018, forming part of
operations (net off excise) for the year ended 31
this Annual Report, have been prepared in accordance
March 2018 was ` 21,28,08.38 Lakh as compared
with the provisions of the Act, read with the
to ` 1,65,186.03 Lakh during the previous year
Companies (Accounts) Rules, 2014, applicable Ind AS
registering a growth of 29%.
and the regulations of the SEBI (Listing Obligations
Improvement in profitability was led by addition
and Disclosure Requirements) Regulations, 2015
112-252

in new customers, increase in wallet share of

(“the Listing Regulations”). These form part of the
existing customers, new product introductions and
Annual Report.
manufacturing efficiencies. Increase in PAT was also
Financial Section

Explanations capturing areas of differences and due to reduction in finance cost due to debt reduction
reconciliations from Indian GAAP to Ind AS have that was done from IPO proceeds.
been provided in the notes to accounts to the
The above performance was also come in the
financial statements (standalone and consolidated)
framework of implementation of Goods and Service
respectively.
Tax (“GST”).
25-111

Financial Performance and Review The Company’s earnings per share was ` 23.04
Amber reported strong year-on-year (YoY) volume during the current year.
Statutory Reports

growth of 26.2% in RAC’s sold. The spilt between A detailed discussion on financial and operational
Indoor Unit (IDU), Outdoor Unit (ODU) and Window Ac performance of the Company is given under
(WAC) is 46%, 38% and 16% respectively. “Management Discussion and Analysis Report”
forming part of this Annual Report.
 46 Annual Report 2017-18
20-21

DIRECTOR’S REPORT (Contd.)

Our Leadership Team

Credit Rating
The Company follows a disciplined financial approach and has been continuously working on improving its financial risk
profile. Your Directors are pleased to share the details of ratings upgraded by CRISIL Limited (“CRISIL”) and India Ratings
and Research Private Limited (“India Ratings”) A Fitch Group Company for its Fund and Non – Fund based working
capital facilities.
18-19

The details of ratings upgraded by CRISIL are appended below :

Instrument Category Rating/Outlook Rating Action
Long Term CRISIL A+ Upgraded
Chairman and CEO’s Perspective

(from ‘CRISIL A-/Positive’)

Short Term CRISIL A1 Upgraded
(from ‘CRISIL A2+)
Positive Outlook on the Long Term bank facilities of the Company

The details of ratings upgraded by India Ratings are appended below :

Date of Coupon Size of Issue Rating
Instrument Type Issuance Rate (%) Maturity Date (Million) Rating/Outlook Action
Fund-based working - - - ` 2,842.5 INDA/Stable/IND Upgraded
1-24

capital limit (increased from A1

` 2,012.5)
Corporate Overview

Non-fund-based - - - ` 2,021.5 (reduced INDA/Stable/IND Upgraded

working from A1
capital limit ` 2,102.5)
Non-fund-based - - - ` 141 INDA/Stable/IND Assigned
working A1
capital limit
Term loans - - April 2023 `1,201.6 WD Withdrawn
(repaid in
full)
Stable Outlook on the Fund and Non-Fund Based bank facilities of the Company.
These ratings symbolize low credit risk with adequate degree of safety regarding timely servicing of financial obligations.

Initial Public Offer (IPO) Exchange of India Limited (“NSE”) with effect from
The financial year 2017-18 has been a momentous 30 January 2018.
year from the growth perspective of your Company. Investor Relations (IR)
Your Company has been converted into a Public Your Company continuously strives for excellence
Limited Company pursuant to a resolution passed by in its Investor Relations (“IR”) engagement with
the members of your Company at the Extra Ordinary International and domestic investors through
General Meeting held on 20 September 2017. A structured conference-calls and periodic investor/
fresh certificate of incorporation consequent upon analyst interactions like individual Meetings,
conversion from a private limited company to a participation in investor conferences, quarterly
public limited company was issued by the Registrar earnings calls and annual analyst meet with the
of Companies (“ROC”) on 22 September 2017 in the Chairman & Managing Director, Executive Director
name of “Amber Enterprises India Limited”. and Business Heads. Your Company interacted with
Further, Your Company has successfully completed various Indian and overseas investors and analysts
its Initial Public Offering (IPO) by raising ` 4750 million (excluding quarterly earnings calls and specific event
via fresh issue of shares for prepayment or repayment related calls) after listing. Your Company always
of all or a portion of certain borrowings availed by the believes in leading from the front with emerging best
Company, IPO expenses and for general corporate practices in IR and building a relationship of mutual
purposes of the Company and ` 1250 million through understanding with investor/analysts.
offer for sale (OFS) by Promoters. Your Company ensures that critical information
Your Company’s successfully listed its Equity Shares about the Company is available to all the investors
on the BSE Limited (“BSE”) and National Stock by uploading all such information at the Company’s
website.
 Amber Enterprises India Limited 47

DIRECTOR’S REPORT (Contd.)

Awards and Accolades Our team is dynamic and making plans to expand
During the financial year under review your Company its businesses enter new markets and launch new
received the following awards and accolades: products. Our team is making concerted efforts
to implement the aggressive but prudent Strategic
1. Best Support: Green Supply Chain’ from Godrej
Plan, which will make the Company ready for the
for 2016-2017.
future, looking for opportunities while looking out for
2. Gold award in relation to green company rating challenges. We continued to make good progress on
system from Confederation of Indian Industry – our sustainability priorities to achieve the main object
Sohrabji Godrej Green Business Center in 2017; of the Company to become First Choice of Customer
3. Supply Excellence by SML ISUZU for supply and to make the Company as No. 1 OEM/ODM &
excellence; Parts Manufacturing Company of the world and to
4. Silver award by John Deere for Supplier Focus take this Company to even greater heights, one that
Six Sigma project completion we can all continue to be truly proud of.
5. Quality award - Press Commodity by LGE; Business prospects will remain positive because
6. Green Manufacturing Gold Rating by of the growing share of inverter RACs in the overall
Confederation of Indian Industry RAC market. Your Company is well-positioned to
reap the benefits that India’s promising white goods
7. 2nd runner up in 1st National Competition on
industry has to offer. Various business aspects
SPC towards Zero Defect by Confederation of
including market conditions, business opportunities,
Indian Industry
challenges etc. have been discussed at length in the
Dividend Management’s Discussion and Analysis (“MDA”),
Your Directors with a view to conserve resources which forms part of this Annual Report.
for future development and expansion have not
recommended any dividend for the financial year B. CONSOLIDATED FINANCIAL STATEMENTS
ended 31 March 2018. Consolidated financial statements have been
prepared by the Company in accordance with Indian
Transfer to Reserves
Accounting Standards (Ind AS), are provided in the
The provisions of the Act do not mandate any transfer Annual Report of the Company. As per the provisions
of profits to any Reserve. Your Company has neither of Section 136 of the Act, the Company has placed
transferred nor proposes to transfer any amount to separately the audited financial statements of its
any reserves. subsidiaries on its website www.ambergroupindia.
Change in the Nature of Business, If any com.
There is no change in the nature of business of the Subsidiaries, Associates and Joint Ventures
Company or any of its subsidiaries or associates, During the year under review, Appserve Appliances
during the year under review. Private Limited became wholly owned subsidiary of
Material changes and commitments, affecting the the Company w.e.f 4 December 2017 in addition to
financial position of the Company our existing wholly owned subsidiary of the Company
i.e. PICL (India) Private Limited.
There are no material changes and commitments
affecting the financial position of the Company that In order to help the Company to offer more integrated
solutions for Inverter Air Conditioners and move
112-252

have occurred between the end of the financial year

of the Company to which the financial statements towards “Smart Future Read Technology” your
relate and the date of the report i.e. between Company had acquired 70% equity stake of IL JIN
Financial Section

31 March 2018 to 7 August 2018. Electronics (India) Private Limited on 28 December

2017, consequent to such acquisition it became
Outlook
subsidiary of your Company.
We remained focused on strengthening the core of
Copies of audited financial statements of the
our business through innovation, leading market
subsidiaries will be provided to the members at their
development and continuous improvement of our
25-111

request.
executional capabilities. Our strategy is well on
track as we delivered on our goals of consistent, The financial statements of the Company and of the
Subsidiary Companies are open for inspection by any
Statutory Reports

competitive, profitable and responsible growth.

members at the Registered Office of the Company.
Unpredictability and volatility have become a part
of all our lives and we need to equip ourselves with The members, if they desire, may write to the
agility and flexibility to deal with these difficult times.
 48 Annual Report 2017-18
20-21

DIRECTOR’S REPORT (Contd.)

Our Leadership Team

Company to obtain a copy of the financial statements commensurate with the size, scale and complexity
of the Subsidiary Companies. of its operations. Such controls have been assessed
The Policy for determining material subsidiaries as during the year under review taking into consideration
approved by the Board is uploaded on the Company’s the essential components of internal controls stated
website and can be accessed at the Web-link: http: in the Guidance Note on Audit of Internal Financial
//www.ambergroupindia.com/policy-determination- Controls over Financial Reporting issued by The
18-19

material-subsidiary-governance-subsidiary. Institute of Chartered Accountants of India.

The statement containing highlights of performance Based on the results of such assessments carried out
Chairman and CEO’s Perspective

of each subsidiary company, salient features of their by Management, no reportable material weakness or
financial statements for the financial year ended on significant deficiencies in the design or operation of
31 March 2018 and their contribution to the overall internal financial controls was observed. Nonetheless
performance of the Company is provided in Form your Company recognizes that any internal control
AOC - 1 as “Annexure A” and forms part of this Annual framework, no matter how well designed, has
Report and Note 55 to the consolidated financial inherent limitations and accordingly, regular audits
statements of the Company for the reference of the and review processes ensure that such systems are
members. The same is not being repeated here for reinforced on an ongoing basis.
the sake of brevity. Further, no material or serious observation has
1-24

There are no companies which have ceased to be its been received from the Internal Auditors and
subsidiaries, joint ventures or associates companies Statutory Auditors of the Company for inefficiency or
Corporate Overview

during the year. inadequacy of such controls.

C. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

D. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Corporate Governance Policies guide the
In terms of Regulation 34 of the SEBI (Listing
conduct of affairs of your Company and clearly
Obligations and Disclosure Requirements
delineates the roles, responsibilities and authorities
Regulations) 2015, a detailed “Management
at each level of its governance structure and key
Discussion and Analysis Report” is attached
functionaries involved in governance. The Code of
herewith and forms a part of the Annual Report.
Conduct for Senior Management and Employees
of your Company (“the Code of Conduct”) commits E. CONTRACTS OR ARRANGEMENTS WITH RELATED
Management to financial and accounting policies, PARTIES
systems and processes. The Corporate Governance
All Related Party Transactions entered during the
Policies and the Code of Conduct stand widely
year were in the Ordinary Course of Business and on
communicated across your Company at all times.
Arm’s Length basis.
Your Company’s financial statements are prepared
In accordance with Sec 134(h) of the Act and Rule
on the basis of the significant accounting policies
8(2) of Companies (Accounts) Rules, 2014, the
that are carefully selected by management and
particulars of contracts or arrangements entered into
approved by the Audit Committee and the Board.
by the Company with the Related Parties referred to
These accounting policies are reviewed and updated
in Section 188(1) of the Act, have been provided in
from time to time.
Form AOC-2 and attached the same as “Annexure B”.
Your Company uses ERP Systems as a business
The policy on Related Party Transactions as approved
enabler and also to maintain its Books of Account.
by the Board is uploaded on the Company’s website
The transactional controls built into the ERP systems
and can be accessed at the Web-link: http://www.
ensure appropriate segregation of duties, appropriate
ambergroupindia.com/policy-materiality-dealing-
level of approval mechanisms and maintenance of
related-party-transactions.
supporting records. The Information Management
Policy reinforces the control environment. The The details of Related Party disclosures as stated in
systems, Standard Operating Procedures and controls the notes to the financial statements forms part of
are reviewed by Management. These systems this annual report.
and controls are audited by Internal Audit and their F. AUDITORS
findings and recommendations are reviewed by the
Statutory Auditors and Auditors’ Report
Audit Committee which ensures the implementation.
Pursuant to the provisions of Section 139 of the Act
Your Company has in place adequate internal financial
and the rules framed thereunder, M/s Walker Chandiok
controls with reference to the financial statements
& Co LLP, Chartered Accountants (Firm Registration
 Amber Enterprises India Limited 49

DIRECTOR’S REPORT (Contd.)

No. 001076N), were appointed as Statutory Auditor significant audit findings and adequacy of internal
of the Company at the AGM held on 29 September controls.
2015 to hold office for a term of five years, i.e. from
Cost Auditor
the conclusion of 25th AGM of the Company till the
Pursuant to the provisions of Section 148(3) of
conclusion of 30th AGM of the Company, subject to
the Act read with Rule 14 of the Companies (Audit
ratification of their appointment by members at each
and Auditors) Rules, 2014 (including any statutory
Annual General Meeting to be held during the period
amendment(s) or re-enactments thereof) and all other
and fix their remuneration.
applicable rules, regulations and guidelines framed
Ministry of corporate affairs vides its notification
thereunder as may be applicable from time to time,
dated 7 May 2018 has omitted explanation given
the Board of Directors had on the recommendation
below under Rule 3 of the Companies (Audit and
of the Audit Committee appointed M/s. K.G. Goyal
Auditors) Rules, 2014:
& Associates, a firm of Cost Accountants (Firm
Provided that the Company shall place the matter Registration No.000024), having its office at 4A,
relating to such appointment for ratification by Pocket 2, Mix Housing Scheme, New Kondli, Mayur
members at every annual general meeting. Vihar – III, New Delhi – 110 096 as Cost Auditor of the
In context of above notification, modification is Company for the financial year 2018 – 19.
required to be made in resolution passed at the AGM The partners of the Firm are holding a valid certificate
held on 29 September 2015 related to appointment of of practice under sub-section (1) of Section 6 of Cost
Statutory Auditor of the Company. and Works Accountants Act, 1959.
Resolution seeking your approval on this item is The Company has received the certificate from K.G.
included in the Notice convening the 28th Annual Goyal & Associates, Cost Accountants, certifying they
General Meeting. The Members are requested to are independent firm of Cost Accountants and having
modify the resolution related to the appointment of arm’s length relationship with your Company.
the Statutory Auditor as aforesaid.
Cost Audit Report for the financial year 2017 – 18 is
The Auditors’ Report is unmodified i.e. it does not required to be filed by the Company with the Ministry
contain any qualification, reservation or adverse of Corporate Affairs and Company will do the related
remark. compliance accordingly.
Secretarial Auditor Further, the Remuneration of ` 40,000/- payable to the
Pursuant to the provisions of Section 204 of the Act Cost Auditor needs to be approved by the Members
and the Companies (Appointment and Remuneration at subsequent General Meeting of the Company. The
of Managerial Personnel) Rules, 2014, the Company Resolution seeking members’ ratification on this item
has appointed M/s. Amit Chaturvedi & Associates, a is included in the Notice convening the 28th Annual
practicing Company Secretary (Certificate of Practice General Meeting.
Number: 14332) to undertake the Secretarial Audit of Reporting of Frauds by Auditors
the Company for the financial year ended 31 March
During the year under review, the Statutory Auditors,
2018.
Cost Auditors and Secretarial Auditor have not
The Company has annexed to this Board Report as reported any instances of frauds committed in the
“Annexure C”, a Secretarial Audit Report given by the Company by its Officers or Employees to the Audit
Secretarial Auditor.
112-252

Committee under section 143(12) of the Act.

The Secretarial Audit Report does not contain any G. PARTICULARS OF LOANS, GUARANTEES AND
qualification, reservation or adverse remark. INVESTMENTS
Financial Section

Internal Auditor Your Company has disclosed the full particulars of

During the year under review, Company has the loans given, investments made or guarantees
appointed M/s Deepak Gulati & Associates, Chartered given or security provided covered under Section
Accountants as Internal Auditor of the Company for 186 of the Companies Act, 2013 are provided in the
notes no. 44 forming part of the financial statements
25-111

the financial year 2017 – 18.

provided in this Annual Report.
Findings and reports by Internal Auditor are reviewed
by the Audit Committee about compliance with H. KEY MANAGERIAL PERSONNEL
Statutory Reports

internal controls, the efficiency and effectiveness of During the Financial Year, the following have been
operations as well as key process risks. The Audit designated as the Key Managerial Personnel (“KMPs)
Committee periodically reviews internal audit plans,
 50 Annual Report 2017-18
20-21

DIRECTOR’S REPORT (Contd.)

Our Leadership Team

of the Company pursuant to sections 2(51) and 203 on various skill-sets and behavior. Annual sports
of the Act read with the Companies (Appointment and games were conducted across the organization
and Remuneration of Managerial Personnel) Rules, to enhance the competitive spirit and encourage
2014: bonding teamwork among the employees.
(a) Mr. Jasbir Singh– Chairman & Chief Executive The Company maintained healthy, cordial and
Officer harmonious industrial relations at all levels during the
18-19

(b) Mr. Daljit Singh – Managing Director year under review.

(c) Mr. Sanjay Arora – Director Operations Disclosures under Sexual Harassment of Women
Chairman and CEO’s Perspective

(d) Mr. Udaiveer Singh – President – RAC Operations at Workplace (Prevention, Prohibition & Redressal)
Act, 2013
(e) Mr. Sachin Gupta – Vice President – RAC
Operations The Company has in place an Anti- Sexual
Harassment at workplace and has adopted a Policy
(f) Mr. Sudhir Goyal – Chief Financial Officer
on prevention, prohibition and redressal of the same,
There has been no change in the KMPs. in line with the provisions of the Sexual Harassment
Employee Stock Options of Women at Workplace (Prevention, Prohibition and
During the year under review, Your Company has Redressal) Act, 2013 and the Rules thereunder for
1-24

formulated and adopted Employee Stock Option Plan prevention and redressal of complaints of sexual
namely ‘Amber Enterprises India Limited - Employee harassment at workplace. All employees (permanent,
contractual, temporary and trainees) are covered
Corporate Overview

Stock Option Plan 2017’ (“ESOP 2017”) for granting

of options to eligible employees and Directors of the under this Policy.
Company and its Subsidiary Company(ies) which The Company has set up Internal Complaints
was approved by Members of your Company at the Committees to redress complaints received regarding
Extra Ordinary General Meeting held on 26 September sexual harassment. During the year under review,
2017 . no case was filed under the Sexual Harassment of
The certificate from the statutory auditor of the Women at Workplace (Prevention, Prohibition and
Company that the Scheme has been implemented in Redressal) Act, 2013.
accordance with the applicable SEBI Guidelines and
I. BOARD & ITS COMMITTEE
the resolution passed by the shareholders would be
placed at the Annual General Meeting for inspection Directors
by members. Pursuant to the provisions of Section 152 of the
Statement of particulars of appointment and Act and in terms of the Articles of Association of
remuneration of managerial personnel/ employees the Company, Mr. Jasbir Singh, Chairman and Chief
Disclosures with respect to the remuneration of Executive Officer of the Company is liable to retire by
Directors, KMPs and employees as required under rotation at the ensuing AGM and being eligible, seeks
section 197(12) of the Act read with Rule 5(1) of re-appointment.
the Companies (Appointment and Remuneration Further, subsequent to right available to Ascent
of Managerial Personnel) Rules, 2014 are given in Investment Holdings Pte. Ltd. (“Ascent”) to appoint
“Annexure D” to this Report. one nominee director on the Board the Company so
long as Ascent hold 15% (fifteen percent) or more
Human Resources Development and Industrial
of the Share Capital of the Company and provided
Relations
that the right of Ascent to nominate a director on the
The human resources development function of Board of the Company shall be exercised only after
the Company is guided by a strong set of values obtaining shareholders’ approval through a special
and policies. Your Company strives to provide the resolution.
best work environment with ample opportunities to
Now, in accordance with above and the provisions
grow and explore. Your Company maintains a work
of Articles of Association of the Company, the
environment that is free from physical, verbal and
Resolution seeking your approval on right available
sexual harassment.
to Ascent for appointing one Nominee Director on
The management believes that the competent and the Board of the Company is included in the Notice
committed human resources are vitally important convening the 28th Annual General Meeting.
to attain success in the organization. In line with this
philosophy, utmost care is being exercised to attract
quality resources and suitable training is imparted
 Amber Enterprises India Limited 51

DIRECTOR’S REPORT (Contd.)

Appointments Pursuant to the provisions of the Companies

During the year under review, Company has made Act, 2013 and the SEBI (Listing Obligations and
following appointments on the Board: Disclosure Requirements) Regulations, 2015, the
Board has carried out an annual evaluation of its own
Dr. Girish Kumar Ahuja, Ms. Sudha Pillai and Mr.
performance and that of its Committees as well as
Satwinder Singh were appointed as an Additional
performance of the Directors individually. Feedback
Directors in the capacity of Independent Directors
was sought by way of a structured questionnaire
of the Company for a period of two years with
covering various aspects of the Board’s functioning
effect from 20 September 2017 and their office as
such as adequacy of the composition of the Board
Independent Directors were regularized on the even
and its Committees, Board culture, execution and
date at Extraordinary General Meeting (‘EGM’) held on
performance of specific duties, obligations and
20 September 2017.
governance and the evaluation was carried out based
Resignation on responses received from the Directors.
Mr. Kartar Singh, Chairman Cum Whole Time Director The Independent Directors in their separate meeting
has tendered his resignation w.e.f. 25 August 2017 held on 28 December 2017 have reviewed the
and Board of Directors noted the same in Board performance of non-independent directors, Chairman
Meeting held on 25 August 2017. and Board as a whole along with review of quality,
Pursuant to Clause No. 4.2 of the Shareholders quantity and timeliness of flow of information
Agreement dated 23 December 2016 as executed between Board and management and expressed
between the Company, Mr. Jasbir Singh, Mr. Daljit their satisfaction over the same.
Singh (Mr. Daljit Singh and Mr. Jasbir Singh are A separate exercise was carried out by the
collectively referred to as “Promoters”) and Ascent, Nomination and Remuneration Committee of the
Ascent had withdrawn the nomination of Mr. Suresh Board to self-evaluate the performance of committee.
Eshwara Prabhala from the Board of the Company The performance evaluation of the Non-Independent
with effect from 20 September 2017. Directors and the Board as a whole was carried out
The Board of Directors noted the same in Board by the Independent Directors. The performance
Meeting held on 20 September 2017. evaluation of the Chairman of the Company was also
The Board places on record their appreciation on the carried out by the Independent Directors, taking into
valuable contributions made by Mr. Kartar Singh and account the views of the Executive Director and Non-
Mr. Suresh Eshwara Prabhala during their tenure as Executive Directors. The Directors expressed their
Directors of the Company. satisfaction with the evaluation process.
The details of programs for familiarization of the
Declaration from Independent Directors
Independent Directors with the Company, their roles,
The Company has received declarations from all the rights, responsibilities in the Company, nature of the
Independent Directors of the Company confirming industry in which the Company operates, business
that they meet the criteria of independence as model of the Company, number of programs
prescribed both under the Companies Act, 2013 and number of hours spent by each Independent
and SEBI (Listing Obligations and Disclosure Director in terms of the requirements of SEBI
Requirements) Regulations, 2015. (Listing Obligations and Disclosure Requirements)
The detail of Director proposed to be appointed/ re- Regulations, 2015 are available on the Company’s
112-252

appointed is given in the notice convening the AGM website and can be accessed at the Weblink: http://
forming part of this Annual Report. www.ambergroupindia.com/code-and-policies
Financial Section

Board Evaluation Policy on Directors’ Appointment and Remuneration

The Act states that a formal annual evaluation needs The policy of the Company on directors’ appointment
to be made by the Board of its own performance and remuneration, including criteria for determining
and that of its committees and individual directors. qualifications, positive attributes, independence of a
Schedule IV of the Act states that the performance director and other matters provided under Sub section
25-111

evaluation of independent directors shall be carried (3) of Section 178 of the Act adopted by the Board,
out by the entire Board of Directors, excluding the has been disclosed in the corporate governance
director being evaluated. SEBI (LODR) Regulations, report, which forms part of the Board’s Report.
Statutory Reports

2015 also mandates that the Board shall monitor and Directors’ Responsibility Statement
review the Board evaluation framework. In terms of Section 134(3)(c) of the Act, the Board of
 52 Annual Report 2017-18
20-21

DIRECTOR’S REPORT (Contd.)

Our Leadership Team

Directors of the Company states that: Meetings of Independent Directors

(a) in the preparation of the annual accounts, the As per Schedule IV of the Companies Act, 2013,
applicable accounting standards had been Secretarial Standards-1 (‘SS-1’) read with the
followed along with proper explanation relating Guidance Note on SS-1 and SEBI (Listing Obligations
to material departures; and Disclosure Requirements) Regulations, 2015, the
meeting of the Independent Directors was held on
18-19

(b) the directors had selected such accounting

policies and applied them consistently and made 28 December 2017.
judgments and estimates that are reasonable
Chairman and CEO’s Perspective

J. GOVERNANCE
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end Corporate Governance
of the financial year and of the profit and loss of Your Company has a rich legacy of ethical governance
the Company for that period; practices many of which were implemented by the
(c) the directors had taken proper and sufficient care Company, even before they were mandated by law.
for the maintenance of adequate accounting It is always ensured that the practices being followed
records in accordance with the provisions of by the Company are in alignment with its philosophy
Companies Act for safeguarding the assets of towards Corporate Governance. The well-defined
the Company and for preventing and detecting
1-24

vision and values of the Company drive it towards

fraud and other irregularities; meeting business objectives while ensuring ethical
(d) the directors had prepared the annual accounts conduct with all stakeholders and in all systems and
Corporate Overview

on a going concern basis; processes.

(e) the directors had laid down internal financial Your Company proactively works towards
controls to be followed by the company and that strengthening relationship with constituents of
such internal financial controls are adequate system through corporate fairness, transparency
and were operative effectively; and and accountability. In your Company, prime
importance is given to reliable financial information,
(f) the directors had devised proper systems to
integrity, transparency, fairness, empowerment and
ensure compliance with the provisions of all
compliance with law in letter & spirit. Your Company
applicable laws and that such systems were
proactively revisits its governance principles and
adequate and operative effectively.
practices as to meet the business and regulatory
Board Meetings needs.
During the year, Eleven Board Meetings were held Detailed compliances with the provisions of the
on: 12 May 2017, 10 July 2017, 25 August 2017, SEBI (LODR) Regulations, 2015 and Companies Act,
20 September 2017, 26 September 2017, 2013 for the year 2017-18 are given in Corporate
11 November 2017, 2 December 2017, 20 December Governance Report, which is attached and forms part
2017, 6 January 2018, 25 January 2018 and 9 March of this report. The Auditors’ certificate on compliance
2018. The intervening gap between these meetings with corporate governance norms is also attached
was within the period prescribed under the Act and thereto.
Listing Regulations. The details of the meetings
A separate section on Corporate Governance
and attendance of the Directors are provided in the
practices followed by your Company, as stipulated
Corporate Governance Report.
under Schedule V(C) of the SEBI (LODR) Regulations,
The 27th Annual General Meeting (AGM) of the 2015 is forming part of this report annexed as
Company was held on 25 August 2017. “Annexure E”.
Statutory Committees The certificate of the Statutory Auditor with regard to
The Company has duly constituted Board level compliance of conditions of corporate governance as
Committees namely Audit Committee, Nomination stipulated under Schedule V (E) of the SEBI (LODR)
and Remuneration Committee, Corporate Social Regulations, 2015 is annexed as “Annexure F” to the
Responsibility Committee, Stakeholders’ Relationship Report on Corporate Governance.
Committee as mandated by the applicable laws and Vigil Mechanism/ Whistle Blower Policy
as per the business requirements. The details of the Pursuant to the provision of Section 177(9) of
same are provided in the Corporate Governance the Companies Act, 2013 read with Rule 7 of the
Report of the Company which forms part of this Companies (Meetings of Board and its Powers) Rules,
report. 2014 and Regulation 22 of SEBI (LODR) Regulations,
 Amber Enterprises India Limited 53

DIRECTOR’S REPORT (Contd.)

the Company has formulated Whistle Blower Policy training to promote rural sports, nationally recognised
& established Vigil Mechanism for the Directors and sports, Paralympic sports and Olympic sports.
Employees of the Company to report, serious and Your Company has an ongoing vibrant CSR program,
genuine unethical behavior, actual or suspected fraud of which some of the notable ongoing investments
and violation of the Company’s code of conduct or in providing education and skill development for
ethics policy. It also provides adequate safeguards livelihood of youths of our country, which supports
against victimization of persons, who use such the underprivileged, socially and economically
mechanism and makes provision for direct access to disadvantaged communities.
the Chairman of the Audit Committee. No personnel
CSR Policy
of the Company have been denied access to the Audit
Committee. The Corporate Social Responsibility Committee
had formulated and recommended to the Board, a
The main objective of this policy is to provide
Corporate Social Responsibility Policy (“CSR Policy”)
a platform to Directors and Employees to raise
which was subsequently adopted by it and is being
concerns regarding any irregularity, misconduct or
implemented by the Company. The CSR Policy
unethical matters / dealings within the Company
including a brief overview of the projects or programs
which have a negative bearing on the organization
proposed to be undertaken can be accessed at the
either financially or otherwise.
Company’s website through the Web-link: http://
The Policy on Vigil Mechanism and Whistle Blower
www.ambergroupindia.com/corporate-social-
Policy as approved by the Board is available on the
responsibility.
Company’s website and can be accessed at the
Web-link: http://www.ambergroupindia.com /whistle- CSR Committee
blower-policy. In accordance with the requirements of Section
The Company has also adopted a Code of Conduct 135 of the Act, the CSR Committee of the Board
for Directors and Senior Managerial Personnel which comprises of following Members:
is available on the website of the Company under the Ms. Sudha Pillai : Independent Director
weblink: http://www.ambergroupindia.com/code- Mr. Jasbir Singh : Member
conduct-directors-senior-management-personnel. Mr. Daljit Singh : Member
This policy provides an additional channel to the Mr. Manoj Kumar : Member
normal management hierarchy for employees to Sehrawat
raise concerns about any breach of the Company’s The Composition of the CSR Committee meets the
Values or instances of violations of the Company’s requirements of Section 135 of the Act.
Code of Conduct. Therefore, it’s in line with the During the financial year 2017-18 the Committee met
Company’s commitment to open communication three times on 12 May 2017, 25 August 2017 and
and to highlight any such matters which may not be 27 February 2018.
getting addressed in a proper manner. During the year On recommendation of CSR Committee Members,
under review, no complaint under the Whistle Blower the Board approved the CSR Budget amounting of
Policy was received. ` 1,18,00,000 /- (Rupees One Crore and Eighteen Only)
K. CORPORATE SOCIAL RESPONSIBILITY AND to be spent in the financial year 2018 -19. Company
RELATED MATTERS has spent ` 1,18,82,135 (Rupees One Crore Eighteen
112-252

Lakh Eighty Two Thousand One Hundred Thirty Five

Corporate Social Responsibility and Project
Only) on approved CSR Projects against the Budget
Implemented
of ` 1,18,00,000 /- (Rupees One Crore and Eighteen
Financial Section

Your Company’s Corporate Social Responsibility Only) in the financial year 2017 -18.
(CSR) efforts in the last financial year have been
Further, a detail about the CSR policy is available at
concentrated on initiatives which contribute to nation
our website. The annual report on our CSR Projects is
building, and have in fact been identified as priorities
annexed as “Annexure G” forming part of this report.
in the national agenda. As per the Company’s CSR
25-111

Policy, it continues to focus its CSR efforts on Swach SECRETARIAL

Bharat program i.e. Sanitation Development and
making available Safe drinking water in Schools/ Share Capital
Statutory Reports

Educational Institutes, health care facilities, women During the year under review, your Company had
empowerment, promoting education, vocational skill successfully completed its Initial Public Offering (IPO) of
development and construction of sports stadium and
 54 Annual Report 2017-18
20-21

DIRECTOR’S REPORT (Contd.)

Our Leadership Team

equity shares of the Company and the equity shares have Compulsorily Convertible Debentures (“CCDs”) into Equity
been listed on National Stock Exchange of India Limited Shares.
(NSE) and BSE Limited (BSE) with effect from 30 January The Authorized Share Capital of the Company has been
2018. In the process, the Company had allotted 6,984,865 increased from ` 31,00,00,000/- (Rupees Thirty One Crore
equity shares of face value of ` 10 each (the “Equity only) divided into 2,65,00,000 (Two Crore Sixty Five Lakh)
Shares”) comprising a fresh issue of up to 5,529,685 equity equity shares of ` 10/- (Rupees Ten) each and 45,00,000
18-19

shares aggregating up to ` 4,746.63 million (“Fresh Issue”) (Forty Five Lakh) preference shares of ` 10/- (Rupees Ten)
and an offer for sale of up to 1,455,180 equity shares each and classified to ` 45,00,00,000/- (Rupees Forty Five
aggregating up to ` 1,249.11 million, comprising an offer
Chairman and CEO’s Perspective

Crore only) equity shares of ` 10/- (Rupees Ten) divided

for sale of up to 727,590 equity shares by Mr. Jasbir Singh into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of
aggregating up to ` 624.56 million, and up to 727,590 ` 10/- (Rupees Ten) each.
equity shares by Mr Daljit Singh aggregating up to ` 624.56
As a result, the Authorized Share Capital as on date stands
million. The Offer includes a reservation of 50,000 equity
at 4,50,00,000 equity shares of ` 10/- each aggregating to
shares aggregating to ` 38.7 million for subscription by
` 45,00,00,000/- (Rupees Forty Five Crore Only).
Eligible Employees.
Prior to IPO, the Company had converted 10 (ten), 8.65%
1-24

The movement in Authorized Share Capital is as follows:

Corporate Overview

Authorized Capital as on 31 March Movement during the year 2017 - 18 Cumulative Authorized Capital post
2017 such movement
2,65,00,000 (Two Crore Sixty Five Nil 2,65,00,000 (Two Crore Sixty Five
Lakh) equity shares of `10/- (Rupees Lakh) equity shares of ` 10/- (Rupees
Ten) each Ten) each.
Increase of 1,40,00,000 equity shares 4,05,00,000 (Four Crore Five Lakh)
of ` 10/- each on 20 September 2017. equity shares of ` 10/- (Rupees Ten)
each.
45,00,000 (Forty Five Lakh) preference Classified into 45,00,000 (Forty Five 4,50,00,000 (Four Crore Fifty Lakh)
shares of ` 10/- (Rupees Ten) each Lakh) equity shares of `10/- each on equity shares of ` 10/- each
20 September 2017

The movement in paid up share capital is as follows:

Cumulative Paid Up Capital post
Paid Up Capital as on 31 March 2017 Movement during the year 2017 - 18 such movement
2,38,09,825 (Two Crore Thirty Eight Nil 2,38,09,825 (Two Crore Thirty Eight
Lakh Nine Thousand Eight Hundred Lakh Nine Thousand Eight Hundred
Twenty Five) equity shares of ` 10/- Twenty Five) equity shares of ` 10/-
(Rupees Ten) each (Rupees Ten) each.
Conversion of 10 (ten), 8.65% 2,59,16,855 (Two Crore Fifty Nine
Compulsorily Convertible Debentures Lakh Sixteen Thousand Eight
(“CCDs”) of ` 5,00,00,000/- each Hundred Fifty Five) equity shares of
aggregating to ` 50,00,00,000/- into ` 10/- (Rupees Ten) each.
21,07,030 equity shares of ` 10/- each
at a premium of ` 227.30/- per equity
share on 2 December 2017.
Allotment of 55,29,685 ( Fifty Lakh 3,14,46,540 (Three Crore Fourteen
Twenty Nine Thousand Six Hundred Lakh Forty Six Thousand Five
Eighty Five) equity shares of ` 10/- on Hundred Forty) equity shares of
25 January 2018 in IPO ` 10/- (Rupees Ten) each.
 Amber Enterprises India Limited 55

DIRECTOR’S REPORT (Contd.)

Amendment to the Memorandum and Articles of Association of the Company

Following key changes have been made in the Memorandum and Articles of Association of Your Company in the
financial year 2017 - 18
Date of Shareholders’ resolution,
unless otherwise specified Nature of Amendment
20.09.2017 Amendment to Clause V of the Memorandum of Association to reflect the increase
in the authorized share capital of our Company from ` 31,00,00,000/- (Rupees
Thirty One Crore only) divided into 2,65,00,000 (Two Crore Sixty Five Lakh) equity
shares of ` 10/- (Rupees Ten) each and 45,00,000 (Forty Five Lakh) preference
shares of ` 10/- (Rupees Ten) each TO ` 45,00,00,000/- (Rupees Forty Five Crore
only) equity shares of ` 10/- (Rupees Ten) divided into 4,50,00,000 (Four Crore
Fifty Lakh) equity shares of ` 10/- (Rupees Ten) each.
Amendment to Clause I of the Memorandum of Association for deletion of the
word “Private” and the consequent change in the name of your Company to Amber
Enterprises (India) Limited.
Adoption of new Articles of Association comprises of Part A and Part B;
(a) by inserting Part A comprising of Article 1 to Article 32, AND;
(b) by collectively marking the existing Article 1 to Article 11 as Part B (containing
entrenched provision) after Part – A.
26.09.2017 Ratification of the Roc approved name i.e. Amber Enterprises India Limited in
Memorandum and Articles of Association of the Company.
02.12.2017 Amendment in articles of association of the Company- Substitution of the first
paragraph of existing Article 23 with the following paragraph:
“Subject to the applicable provisions of the Act, the number of Directors of the
Company shall not be less than 3 (three) and not more than 15 (fifteen). The
Company shall also comply with the provisions of the Companies (Appointment
and Qualification of Directors) Rules, 2014 and the provisions of the Listing
Regulations. The Board shall have an optimum combination of executive and
Independent Directors with at least 1 (one) woman Director, as may be prescribed
by Law from time to time. So long as Ascent holds 15% or more of the Share
Capital of the Company, Ascent shall have the right to nominate a Director on the
Board, provided however, that such nomination right available to Ascent shall
be exercised only after obtaining Shareholders’ approval through a Special
Resolution after the listing of the Equity Shares.”

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of annual return in MGT 9 is given in the “Annexure H” and forms part of this
Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of Companies
(Accounts) Rules, 2014, is appended hereto as “Annexure I” and forms part of this Report.
112-252
Financial Section
25-111
Statutory Reports
 56 Annual Report 2017-18
20-21

DIRECTOR’S REPORT (Contd.)

Our Leadership Team

L. 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, 2015:
Number of Shareholders
and outstanding shares shareholders who number of on these shares
in the suspense account approached listed shareholders to shareholders and the shall remain frozen
in the beginning of the entity for transfer of whom shares were outstanding shares till the rightful
18-19

year (30 January 2018) shares from transferred from in the suspense owner of such
i.e. date of listing of suspense account suspense account account lying at the shares claims the
shares of the Co. during the year; during the year; end of the year; shares.
Chairman and CEO’s Perspective

4 Cases for 64 Shares 2 2 2 Cases for 34 Shares Yes

M. GENERAL DISCLOSURE given by the Company (as there is no scheme

Your Directors state that no disclosure or reporting pursuant to which such persons can beneficially
is required in respect of the following items as there hold shares as envisaged under section 67(3)(c)
were no transactions/events on these items during of the Companies Act, 2013).
the year under review:
N. ACKNOWLEDGMENT
1-24

1. Issue of equity shares with differential rights as

to dividend, voting or otherwise. Your Directors express their deep sense of gratitude
to the Banks/Financial Institution(s), Lenders,
2. Issue of shares (including sweat equity shares)
Corporate Overview

Stakeholders, Business Associates, Statutory

to employees of the Company under any
Authorities, Stock Exchanges, Central and State
scheme save or ESOS.
Government, their local authorities for their co-
3. Significant or material orders were passed by operation and support and look forward to their
the Regulators or Courts or Tribunals which continued support in future.
impact the going concern status and Company’s
We thank our employees for their devotion,
operations in future.
commitment and contribution to your Company’s
4. Voting rights which are not directly exercised performance. We applaud them for their superior
by the Employees in respect of shares for the levels of competence, dedication and commitment to
subscription/ purchase of which loan was your Company.

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India)
Private Limited)
(Jasbir Singh) (Daljit Singh)
Place : Gurugarm Director Managing Director
Date : 7 August 2018 DIN:- 00259632 DIN:- 02023964
 Amber Enterprises India Limited 57

ANNEXURE A
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 statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiary
(Information in respect of each subsidiary to be presented with amounts in ` in lakh)

S.
No. Particulars Details of Subsidiaries
1. Name of the subsidiary : PICL (India) Private *Appserve Appliance #IL JIN Electronics
Limited (“PICL”) Private Limited (India) Private Limited
(“Appserve”) (“IL JIN”)
2. Reporting period for the subsidiary : 1 April 2017 to 31 4 December 2017 to 1 April 2017 to 31
concerned, if different from the holding March 2018 31 March 2018 March 2018
company’s reporting period
3. Reporting currency and Exchange rate as : Indian Rupees Indian Rupees Indian Rupees
on the last date of the relevant Financial
year in the case of foreign subsidiaries
4. Share capital : Authorized Share Authorized Share Authorized Share
Capital: ` 500.00 Paid Capital: ` 200.00 Capital: ` 400.00 Paid
Up Share Capital: ` Paid Up Share Capital: Up Share Capital:
364.21 ` 1,50.00 ` 188.66
5. Reserves & Surplus : ` 2168.80 ` (53.07) ` 2,216.65
6. Total Assets : ` 12,415.82 `. 157.28 ` 11,605.18
7. Total Liabilities : ` 12,415.82 ` 157.28 ` 11,605.18
8. Investments : Nil Nil Nil
9. Turnover : ` 14,747.23 ` 9.96 ` 34,626.97
10. Profit/Loss before taxation : ` (127.41) ` (53.07) ` 255.92
11. Provision for taxation : Nil Nil Nil
12. Profit/Loss after taxation : ` (103.34) ` (53.07) ` 168.55
13. Proposed Dividend : Nil Nil Nil
14. % of shareholding : 100% 100% 70%
* Incorporated on 4 December 2017
# On 28 December 2017, the Company had acquired 70% stake in the Equity Share Capital of IL JIN thereby making it a
subsidiary from that date.
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.
112-252
Financial Section

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India)
Private Limited)
25-111

(Jasbir Singh) (Daljit Singh)

Place : Gurugarm Director Managing Director
Date : 7 August 2018 DIN:- 00259632 DIN:- 02023964
Statutory Reports
 58 Annual Report 2017-18

ANNEXURE B
20-21
Our Leadership Team

FORM NO. AOC - 2

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

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred
to in sub-section (1) of section 188 of the Act including certain arm’s length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis : Nil
18-19

There were no contracts or arrangements or transactions entered into during the year ended 31 March 2018, which
were not at arm’s length basis.
Chairman and CEO’s Perspective

2. Details of material contracts or arrangements or transactions at arm’s length basis :

The details are set out in the standalone financial statements forming part of this Annual Report. The same may be
referred for this purpose.
Salient terms of
the contracts or
Transaction
Name(s) of the Nature of Duration of arrangements
Values
related party contracts/ the contracts / or transactions Date(s) of Amount paid
Sl. and nature of arrangements/ (Amount arrangements/ including the approval by as advances,
No. relationship transactions in `) transactions value, if any the Board if any
1-24

1. PICL (India) Private Sale, purchases ` 107.55 Continuing Sale of raw 12.05.2017 Nil
Limited (“PICL”) or supply of material like sheet
any goods or metal component
Corporate Overview

materials.

` 3,639.27 Continuing Purchase of raw 12.05.2017 Nil

material
(Wholly Owned Selling or ` 34.07 Continuing Purchase of MEIS 12.05.2017 Nil
Subsidiary of otherwise License
the Company) disposing of or
Mr. Jasbir Singh buying property
of any kind.
and Mr. Daljit Leasing of ` 36.00 Continuing Rent received 12.05.2017 Nil
Singh are common property pertaining to
directors. of any kind. property owned
by the Company
situated at Plot
No. 99 Sector - 6
Faridabad given
on lease to PICL
Ms. Amandeep Kaur,
wife of Mr. Jasbir
Singh is also a
Director on the Board
of PICL.
Dr. Girish Kumar
Ahuja, Mr. Satwinder
Singh and Ms. Sudha
Pillai, Independent
Directors, are the
Independent
Directors on the
Board of PICL.
 Amber Enterprises India Limited 59

ANNEXURE B (Contd.)

Salient terms of
the contracts or
Transaction
Name(s) of the Nature of Duration of arrangements
Values
related party contracts/ the contracts / or transactions Date(s) of Amount paid
Sl. and nature of arrangements/ (Amount arrangements/ including the approval by as advances,
No. relationship transactions in `) transactions value, if any the Board if any
Also,
Mr. Jasbir Singh
holds 100 shares
each jointly with
Company In PICL.
2. Appserve Appliance Sale, purchases ` 7.48 Continuing Sale of raw 09.03.2018 Nil
Private Limited or supply of material
(“Appserve”) any goods or
materials.
(Wholly Owned
Subsidiary of
the Company)
Mr. Jasbir Singh and
Mr. Daljit Singh are
common directors.
Ms. Amandeep Kaur,
wife of Mr. Jasbir
Singh is also a
Director on the Board
of Appserve.
Also,
Mr. Jasbir Singh
holds 10 shares
each as a nominee
of the Company in
Appserve.
3. IL JIN Electronics Sale, purchases ` 38.29 Continuing Sale of raw 09.03.2018 Nil
(India) Private or supply of material
Limited (“IL JIN”) any goods or
materials.
(Subsidiary of
the Company)
Mr. Jasbir Singh and
Mr. Daljit Singh are
common directors.
112-252
Financial Section
25-111
Statutory Reports
 60 Annual Report 2017-18
20-21

ANNEXURE B (Contd.)
Our Leadership Team

Salient terms of
the contracts or
Transaction
Name(s) of the Nature of Duration of arrangements
Values
related party contracts/ the contracts / or transactions Date(s) of Amount paid
Sl. and nature of arrangements/ (Amount arrangements/ including the approval by as advances,
No. relationship transactions in `) transactions value, if any the Board if any
18-19

Mr. Satwinder Singh

and Ms. Sudha Pillai,
Independent
Chairman and CEO’s Perspective

Directors, are the

Independent
Directors on the
Board of IL JIN.
4 Acme Fabrications Leasing of ` 11.40 No more Lease was 12.05.2017 Nil
Private Limited property related party executed for
(“Acme”) (Related of any kind. 5 years. Total
party upto arrangement
25.08.2017) amounts to
1-24

Mr. Kirpal Singh, ` 11.40 Lakh per

hold 283,600 equity annum for lease.
shares comprises
Corporate Overview

of 49.23% of share
capital of the
Company, brother
of Mr. Kartar Singh,
erstwhile chairman
and whole time
director of the
Company
5. Mr. Jasbir Singh, Leasing of ` 45.60 Continuing Lease for 10 - Nil
Chairman and Chief property of any years. Total
Executive Officer kind. arrangement
amounts to
` 45.60 Lakh per
annum for lease.
6. Mr. Daljit Singh, Leasing of ` 17.10 Continuing Lease for 10 - Nil
Managing Director property of any years. Total
kind. arrangement
amounts to
` 17.10 Lakh per
annum for lease.
Appropriate approvals have been taken for related party transactions. No amount was paid as advance

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India)
Private Limited)
(Jasbir Singh) (Daljit Singh)
Place : Gurugarm Director Managing Director
Date : 7 August 2018 DIN:- 00259632 DIN:- 02023964
 Amber Enterprises India Limited 61

ANNEXURE C
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For the financial year ended 31 March 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]

To
The Members
M/s. AMBER ENTERPRISES INDIA LIMITED

We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good
corporate practices by M/s. AMBER ENTERPRISES INDIA LIMITED (hereinafter called the “Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the M/s. AMBER ENTERPRISES INDIA LIMITED books, papers, minute books, forms and returns
filed and other records maintained by the company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has,
during the audit period covering the financial year ended on 31 March 2018, generally complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. AMBER
ENTERPRISES INDIA LIMITED for the financial year ended on 31 March 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External CommercialBorrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase
Scheme) Guidelines, 1999;
112-252

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
Financial Section

regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
25-111
Statutory Reports
 62 Annual Report 2017-18
20-21

ANNEXURE C (Contd.)
Our Leadership Team

(vi) Other laws applicable to the Company as per the representations made by the Management.

We have also examined compliance with the (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the
Company with BSE Limited and National Stock Exchange Limited of India also the Secretarial Standard I and Secretarial
Standard II issued by the Institute of Company Secretaries of India (ICSI) were applicable to the Company for the period
under review.
18-19

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place
Chairman and CEO’s Perspective

during the period under review were carried out in compliance with the provisions of the Act.

We further report that adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent adequately in advance and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings,
as represented by the management, were taken unanimously.

We further report that as per the explanations given to us and the representations made by the Management and relied
upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
1-24

We further report that during the period under review, as explained and represented by the management, there were no
Corporate Overview

specific events/actions in pursuance of the above referred laws, rules, regulations, guidelines, standards etc., having a major
bearing on the Company’s affairs.

For Amit Chaturvedi & Associates

Company Secretaries
CS AMIT CHATURVEDI
Practicing Company Secretary
Place: New Delhi (M. No. 28556)
Dated: 7 August 2018 (C.P. No. 14332)
 Amber Enterprises India Limited 63

ANNEXURE – A
TO SECRETARIAL AUDIT REPORT DATED 7 AUGUST 2018
To
The Members of
M/s AMBER ENTERPRISES INDIA LIMITED
CIN: L28910PB1990PLC010265
C 1 PHASE IIFOCAL POINT RAJPURA TOWN PUNJAB 140401

Our Secretarial Audit Report dated 7 August 2018 is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to
make a report based on the secretarial records produced for our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable
basis for our report.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company
as it is taken care in the statutory audit.

4. We have obtained the Management’s representation about the compliance of laws, rules and regulations and happening
of events, wherever required.

5. Compliance with the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of the management. Our examination was limited to the verification of procedures on test basis.

6. This Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For Amit Chaturvedi & Associates

Company Secretaries
CS AMIT CHATURVEDI
Practicing Company Secretary
Place: New Delhi (M. No. 28556)
Dated: 7 August 2018 (C.P. No. 14332) 112-252
Financial Section
25-111
Statutory Reports
 64 Annual Report 2017-18

ANNEXURE D
20-21
Our Leadership Team

INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT, READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
1. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial
year:
Sl.
18-19

No. Name & Designation Ratio

1. Mr. Jasbir Singh, Chairman and Chief Executive Officer 72
2. Mr. Daljit Singh, Managing Director 64
Chairman and CEO’s Perspective

3. Mr. Manoj Kumar Sehrawat, Nominee Director of Ascent Investment

Holdings Pte. Ltd.
4. Dr. Girish Kumar Ahuja, Independent Director 3.6
5. Mr. Satwinder Singh, Independent Director 3.9
6. Ms. Sudha Pillai, Independent Director 3.6
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.
1-24

No. Name & Designation Increase in percentage

1. Mr. Jasbir Singh, Chairman and Chief Executive Officer Nil
2. Mr. Daljit Singh, Managing Director Nil
Corporate Overview

3. Mr. Manoj Kumar Sehrawat, Nominee Director of Ascent Investment N.A.

Holdings Pte. Ltd.
4. Dr. Girish Kumar Ahuja, Independent Director N.A.
5. Mr. Satwinder Singh, Independent Director N.A.
6. Ms. Sudha Pillai, Independent Director N.A.
7. Mr. Sudhir Goyal, Chief Financial Officer 23.5%
8. Ms. Konica Yadav, Company Secretary and Compliance Officer 23.7%
3. The percentage increase in the median remuneration of employees in the financial year : 11%
4. The number of permanent employees on the rolls of the Company as on 31 March 2018 : 956
5. Average increment of employees other than the managerial personnel : 10%

Affirmation
We hereby affirm that the above remuneration is as per the Remuneration Policy of the Company.
 Amber Enterprises India Limited 65

ANNEXURE E
CORPORATE GOVERNANCE REPORT
I. COMPANY’S PHILOSOPHY ON CORPORATE direction needed to create long term shareholders
GOVERNANCE value.
Amber’s governance framework is driven by the A Report on compliance with the Corporate Governance
objective of enhancing long term stakeholder value provisions as prescribed under Regulation 17 to 27 and
without compromising on ethical standards and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of
corporate social responsibilities. Efficient corporate SEBI (Listing Obligations and Disclosure Requirements)
governance requires a clear understanding of the Regulations, 2015 (“Listing Regulations”) is given herein
respective roles of the Board of Directors (“the below :
Board”) and of senior management and their
relationships with others in the corporate structure. I. BOARD OF DIRECTORS
Sincerity, fairness, good citizenship and commitment The Company has put in place an internal governance
to compliance are key characteristics that drive structure with defined roles and responsibilities of
relationships of the Board and senior management every constituent within the system. The Board is
with other stakeholders. Your Company strives to responsible for overall governance of the Company.
ensure that best corporate governance practices are The Board has an optimum combination of Executive
identified, adopted and consistently followed. and Non- Executive Directors. As on 31 March 2018,
Corporate governance at Amber’s is implemented the Board comprises of 6 Directors, of which, 2
through robust board governance processes, Directors are Executive, 1 is Non- Executive and 3 are
internal control systems and processes, and strong Non – Executive Independent Directors.
audit mechanisms. These are articulated through The composition of the Board of your Company is in
Company’s Code of Business Conduct, Corporate conformity with the provisions of the Companies Act,
Governance Guidelines and charters of various 2013 and Regulation 17 of the Listing Regulations.
subcommittees of the Board and Company’s Mr. Jasbir Singh is the Executive Chairman of your
Disclosure Policy. Company, though a Professional Director in his
Amber’s corporate governance practices can be individual capacity, is a Promoter and the number
described through the following four layers: of Non-Executive and Independent Directors is more
• Governance by Shareholders, than one half of the total number of Directors.
• Governance by Board of Directors Mr. Jasbir Singh, Chairman and Chief Executive
• Governance by Sub-committees of Board, and Officer and Mr. Daljit Singh, Managing Director are
the Whole-Time Directors of your Company. The
• Governance through management process
remaining Non-Executive Directors, comprising of
In this report, we have provided details on how the three Independent Directors including a Woman
corporate governance principles are put in to practice Director and one Nominee Director as at 31 March
within Amber. 2018 are highly renowned professionals drawn from
Amber’s has always practiced Corporate Governance diverse fields, possess the requisite qualifications
of the highest standards and follows a culture that is and experience which enable them to contribute to
built on core values and professionalism which over the Company’s growth and enhance the quality of
the past two decades of the Amber’s existence has Board’s decision making process.
become a part of its culture and DNA. The maximum tenure of Independent Directors are
112-252

Amber’s places great emphasis on empowerment, in compliance with the Companies Act, 2013 (“the
integrity and safety of its employees, diversity, Act”) and the Listing Regulations. All the Independent
pollution-free environment, transparency in all Directors have confirmed that they meet the criteria
Financial Section

its dealings and accountability towards all the as mentioned in Regulation 16(1)(b) of the Listing
Stakeholders. It is a firm conviction of the Amber’s Regulations and Section 149(6) of the Act.
that good Corporate Governance practices are Apart from reimbursement of expenses incurred in
powerful enablers, which infuse trust and confidence the discharge of their duties, the remuneration that
and are able to attract and retain financial and human these Directors were entitled to under the Act as
25-111

capital. Non-Executive Directors and the remuneration that a

Amber’s has established systems and procedures to Non-Executive Director may receive for professional
ensure that its Board of Directors are well informed services rendered to the Company through a firm in
Statutory Reports

and well equipped to fulfill its overall responsibilities which he is a partner, none of these Directors have
and to provide management with the strategic any other pecuniary relationships with your Company,
 66 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

its Subsidiaries or Associates or their Promoters or A. Composition of the Board

Directors, during the two immediately preceding The Board of your Company comprises of six
financial years or during the current financial year. Directors as on 31 March 2018. The name
None of the Directors of your Company are inter-se and categories of Directors, DIN, the number of
related to each other. Directorships and Committee positions held by
Professional fees for the year under review to Vaish them in the companies are given below. None of
18-19

Associates & Advocates, in which Mr. Satwinder the Director is a Director in more than 10 public
Singh, Non-Executive and Independent Director is a limited companies (as specified in section 165
Chairman and CEO’s Perspective

partner, amounted to ` 40.11 Lakh (including out of of the Act) or acts as an Independent Director
pocket expenses). in more than 7 listed companies or 3 listed
The Board at its Meeting held on 25 August 2017, companies in case he/she serves as a Whole-
designated and appointed Mr. Jasbir Singh, who time Director in any listed company (as specified
was holding the position of Managing Director, as a in Regulation 25 of the Listing Regulations).
Chairman and Chief Executive Officer of the Company Further, none of the Directors on the Board
and appointed Mr. Daljit Singh, who was holding the is a Member of more than 10 Committees
position of Executive Director, as a Managing Director and Chairman of more than 5 Committees
of the Company for a period of five years with effect (as specified in Regulation 26 of the Listing
1-24

from 25 August 2017. Regulations), across all the Indian public limited
The Senior Management of your Company have made companies in which he/she is a Director.
Corporate Overview

disclosures to the Board confirming that there are Furthermore, no Independent Director of
no material financial and commercial transactions the Company who is a Whole-time Director
between them and the Company which could have in another listed company is serving as an
potential conflict of interest with the Company at Independent Director in more than 3 listed
large. companies.

Total Number of Directorships, Committee

Chairmanships and Memberships of public limited
Directors Category DIN companies* as on 31 March 2018
Committee Committee
Directorship$
Chairmanships+ Memberships+
EXECUTIVE
Mr. Jasbir Singh – Chairman
Promoter 00259632 1 - 1
and Chief Executive Officer
Mr. Daljit Singh, Managing
Promoter 02023964 1 - 2
Director
NON-EXECUTIVE
Non-
Mr. Manoj Kumar Sehrawat 02224299 1 - 1
Independent
Dr. Girish Kumar Ahuja@ Independent 00446339 1 3 4
Ms. Sudha Pillai@ Independent 02263950 8 1 8
Mr. Satwinder Singh@ Independent 00164903 1 1 3
* Excludes private limited companies, foreign companies and companies registered under section 8 of the Act
and Government Bodies.
$ Includes Directorship in your Company.
+ Committees considered are Audit Committee and Stakeholders’ Relationship Committee, including that of
your Company. Committee Membership(s) and Chairmanship(s) are counted separately.
@ Appointed as an Independent Director with effect from 20 September 2017.
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.
 Amber Enterprises India Limited 67

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

B. Independent Directors enable them to participate effectively in the

The Independent Directors of the Company Meeting(s), as and when required. Inputs and
are individuals of eminence & repute in their feedback of Board Members are taken and
respective fields and help in bringing an considered while preparation of agenda and
independent judgment to bear on the Board‘s documents for the Board meeting.
deliberations, especially on issues of strategy, To enable the Board to discharge its
performance, risk management, resources, responsibilities effectively and take informed
key appointments, corporate governance and decisions, the Executive Chairman apprises
standards of conduct. In accordance with the the Board at every Meeting of the overall
criteria set for selection of Independent Directors performance of your Company. A detailed
and for determining their independence, the functional Report is also presented at the Board
Board, inter-alia, considers the qualifications, Meeting(s).
positive attributes, area(s) of expertise and The Board also, inter alia, periodically reviews
Directorships/Committee memberships held by strategy and business plans, sales, annual
these individuals in other companies. The Board operating and capital expenditure budget(s),
takes appropriate decisions in appointment of investment and exposure limit(s), compliance
the Independent Directors. report(s) of all laws applicable to your Company,
C. Board Procedure and Information Flow to the as well as steps taken by your Company to rectify
Board Members instances of non-compliances, review of major
legal issues, minutes of the Committees of the
The primary role of the Board is that
Board and of Board Meetings of your Company’s
of trusteeship to protect and enhance
subsidiary companies, significant transactions
shareholders’ value through strategic direction
and arrangements entered into by the unlisted
to the Company. The Board critically evaluates
subsidiary companies, approval of quarterly/
Company’s strategic direction, management
half-yearly/annual results, significant labour
policies and their effectiveness. Agenda for the
problems and their proposed solutions, safety
Board includes strategic review from each of
and risk management, transactions pertaining
the Board Committees, a detailed analysis and
to purchase/ disposal of property(ies), sale of
review of annual strategic and operating plans
investments, remuneration of Key Managerial
and capital allocation and budgets.
Personnel, major accounting provisions and
Information is provided to the Board Members write-offs, corporate restructuring, acquisition,
on a continuous basis for their review, material default in financial obligations, if
inputs and approval from time to time. More any, fatal or serious accidents, any material
specifically, we present our annual Strategic effluent or pollution problems, transactions that
and Operating Plans of our business to the involve substantial payment towards goodwill,
Board for their review, inputs and approval. brand equity or intellectual property, any
Likewise, our quarterly financial statements and issue that involves possible public or product
annual financial statements are first presented liability claims of substantial nature, including
to the Audit Committee and subsequently to judgement or order which may have passed
the Board for their approval by Chief Financial
strictures on the conduct of your Company,
112-252

Officer (CFO). In addition, specific cases of

quarterly details of foreign exchange exposures
acquisitions, important managerial decisions,
and the steps taken by Management to limit the
material positive/negative developments
risks of adverse exchange rate movement and
Financial Section

and statutory matters are presented to the

information on recruitment of Senior Officers
respective Committees of the Board and later
just below the Board level.
with the recommendation of such Committees
The Board sets annual performance objectives,
to the Board for their approval.
oversees the actions and results of the
A detailed agenda, setting out the business to
management, evaluates its own performance,
25-111

be transacted at the Meeting(s), supported by

performance of its Committees and individual
detailed notes and presentations, if any, is sent
Directors on an annual basis and monitors the
to each Director at least seven days before
Statutory Reports

effectiveness of the Company’s governance

the date of the Board Meeting(s) and of the
practices for enhancing the stakeholders’ value.
Committee Meeting(s). The Directors are also
provided the facility of video conferencing to
 68 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

The Company has established framework for are communicated in advance to the Directors
the Meetings of the Board and its Committees to enable them attend the Meetings. In addition,
which seeks to systematize the decision making every financial year, Independent Directors meet
process at the Meetings in an informed and amongst themselves exclusively.
efficient manner. During the financial year i.e. 1 April 2017 to
Apart from Board Members and the Company 31 March 2018, Eleven Board Meetings were
18-19

Secretary, the Board and Committee Meetings held on the following dates 12 May 2017,
are generally also attended by the Chief Financial 10 July 2017, 25 August 2017, 20 September
Chairman and CEO’s Perspective

Officer, Director Operations and wherever 2017, 26 September 2017, 11 November 2017, 2
required by the Heads of various Corporate December 2017, 20 December 2017, 6 January
Functions. 2018, 25 January 2018 and 9 March 2018.

D. Number of Board Meetings, Attendance of the The Board met at least once in every Calendar
Directors at Meetings of the Board and at the Quarter and the gap between two Meetings did
Annual General Meeting not exceed one hundred and twenty days. These
Meetings were well attended by the Directors.
We decide about the Board Meeting dates
The necessary quorum was present for all the
in consultation with the members of Board,
meetings.
1-24

Audit, Stakeholder Relationship, Nomination

and Remuneration Committee and all our The 27th AGM of your Company was held on 25
Directors, based on the practices of earlier August 2017.
Corporate Overview

years. Once approved by the Board, Audit, Details of attendance of Directors at the Board
Stakeholder Relationship, Nomination and Meetings during the year 2017 - 18 is provided
Remuneration Committee, the schedule of the below:
Board Meeting and Board Committee Meetings

Number of Board Attendance at the

Name Designation Meetings attended previous AGM
Executive Directors
Mr. Jasbir Singh Chairman and Chief Executive 10 Yes
Officer
Mr. Daljit Singh Managing Director 11 Yes
Non- Executive Nominee Director
Mr. Manoj Kumar Sehrawat Nominee Director #7 Yes
Independent Directors
Dr. Girish Kumar Ahuja@ Independent Director 6 N.A.
Ms. Sudha Pillai@ Independent Director 6 N.A.
Mr. Satwinder Singh@ Independent Director 6 N.A.
Mr. Suresh Eshwara Prabhala* Nominee Director 3 Yes
Mr. Kartar Singh+ Chairman 1 Yes
@ Appointed as an Independent Director with effect from 20 September 2017;
* Resigned from the post of Nominee Director with effect from 20 September 2017;
+ Resigned from the post of Chairman and Whole Time Director with effect from 25 August 2017;
# One Meeting attended through Audio Call, same shall not be counted for attendance;
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 2018.
 Amber Enterprises India Limited 69

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

D. Meetings of Independent Directors Senior Management Personnel of the Company

The Independent Directors of your Company also includes Code for Independent Directors
meet without the presence of the Executive which is a guide to professional conduct for
Chairman, Managing Director, other Non- Independent Directors, pursuant to section
Independent Director(s) or any other 149(8) and Schedule IV of the Act.
Management Personnel. G. CEO/CFO Certification
Meeting was conducted in an informal and As required under Regulation 17(8) of the Listing
flexible manner to enable the Independent Regulations, the Chairman and Chief Executive
Directors to, inter alia, discuss matters pertaining officer and CFO of the Company had jointly
to review of performance of Non-Independent certified the financial statements for the year
Directors and the Board as a whole, review the ended 31 March 2018.
performance of the Chairman of the Company
H. Board Evaluation
(taking into account the views of the Executive
and Non-Executive Directors), assess the quality, During the year under review and based on
quantity and timeliness of flow of information the recommendation of Nomination and
between the Company Management and Remuneration Committee (“NRC”), the process
the Board that is necessary for the Board to of seeking responses from Board, Committees,
effectively and reasonably perform their duties. Executive and Non-Executive Directors as well
as questionnaires were further strengthened
Meeting of Independent Director was held on
in alignment with the Guidance Note on Board
28 December 2017 and the Meeting was well
Evaluation issued by Securities and Exchange
attended by the Independent Directors.
Board of India, vide its Circular dated 5 January
E. Director(s) seeking Appointment/Re- 2017.
appointment
Pursuant to the provisions of the Act and the
Pursuant to the provisions of Companies Listing Regulations, the Board has carried out
Act, 2013 and Articles of Association of the an annual evaluation of its own performance
Company, two-third Directors on the Board of and that of its Committees as well as
the Company (other than Independent Directors) performance of all the Directors individually.
shall retire from office at the completion of the Feedback was sought by way of a structured
Annual General Meeting. questionnaire covering various aspects of the
Accordingly, Mr. Jasbir Singh is also liable to retire Board’s functioning such as adequacy of the
by rotation and being eligible for re-appointment composition of the Board and its Committees,
at the ensuing AGM of your Company and has Board Culture, Execution and Performance of
offered himself for re-appointment. Specific Duties, Obligations and Governance
The brief profile of Mr. Jasbir Singh as required and the evaluation was carried out based on
under Regulation 36 of Listing Regulation responses received from the Directors.
and Secretarial Standards -2 as prescribed by A separate exercise was carried out by the NRC
the Institute of Company Secretaries of India of the Board to self-evaluate the performance of
forming part of this Annual Report. NRC.
F. Codes of Conduct The performance evaluation of the Non-
112-252

The Board of your Company has laid down Codes Independent Directors and the Board as a whole
of Conduct (“Codes”) for Directors and Senior was carried out by the Independent Directors.
Financial Section

Management Personnel of the Company. These The performance evaluation of the Executive
Codes have been posted on the Company’s Chairman of the Company was also carried out
website: http://www.ambergroupindia.com/ by the Independent Directors, taking into account
code-and-policies. All the Directors and the views of the Executive Director and Non-
Senior Management Personnel have affirmed Executive Directors. The Independent Directors
25-111

compliance with these Codes. A declaration also carried out performance evaluation of
signed by the Chairman and Chief Executive the Managing Director of the Company. The
Officer to this effect is enclosed at the end of Directors expressed their satisfaction with the
Statutory Reports

this Report. evaluation process.

The Code of Conduct for the Directors and

 70 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

I. Familiarization Programme for Independent Important decisions taken at Board and

Directors Committee meetings are communicated
The Company regularly provides orientation and promptly to the concerned departments/Head
business overview to its Directors by way of of Departments. Action taken reports (ATRs) on
detailed presentations by the various business decisions taken or recommendations made by
& functional heads at Board meetings and the Board/ Committee members at the previous
18-19

through other interactive programs. Pursuant meeting(s) are circulated at the next meeting.
to Regulation 25(7) of the Listing Regulations, Ms. Konica Yadav is the Company Secretary and
Chairman and CEO’s Perspective

the Company imparted various familiarization Compliance Officer of the Company.

programmes for its Directors including review
of Investments of the Company, cultures, II. REMUNERATION TO DIRECTORS
value, business model, Industry Outlook, new The remuneration of the Directors is decided by the
projects, R & D initiatives at the Board Meetings, Board on the recommendation of Nomination and
Regulatory updates at Board and Audit Remuneration Committee which takes into account
Committee Meetings, presentations on Internal the Company’s size, global presence, its economic
Control over Financial Reporting, Operational and financial position, compensation paid by peer
Control over Financial Reporting, Prevention companies, the qualification of the appointee(s), his/
1-24

of Insider Trading Regulations, SEBI Listing their experience, past performance and other relevant
Regulations, Framework for Related Party factors.
Corporate Overview

Transactions, etc. The details of Company’s As required by the provisions of Regulation 46 of

familiarization programs for Directors are the Listing Regulations, the criteria for payment to
posted on the Company’s website, www. Independent Directors/Non-Independent Directors is
ambergroupindia.com and can be viewed at made available on the investor page of the Company’s
the following link: http://www.ambergroupindia. website, www.ambergroupindia.com.
com/code-and-policies.
Details of Remuneration to Executive Directors as at
J. Board support and role of Company Secretary 31 March 2018:
in governance process
The Board at its meeting held on 25 August 2017,
The Company Secretary plays a pivotal role in designated and appointed Mr. Jasbir Singh, who
ensuring that the Board procedures are followed was holding the position of Managing Director, as
and regularly reviewed, investors’ queries are Chairman and Chief Executive Officer of the Company
handled promptly and reports to the Board and appointed Mr. Daljit Singh who was holding the
about compliance with the applicable statutory position of Executive Director, as Managing Director
requirements and laws. of the Company for a period of five years with effect
The process for the Board and Committee from 25 August 2017.
meetings provides an effective post meeting The detail of remuneration paid/payable to the
follow-up, review and reporting of decisions Executive Directors for the year 31 March 2018 is as
taken by the Board and Committee members at follows:
their respective meetings.

Name of Director Designation Salary

Mr. Jasbir Singh Chairman and Chief Executive Officer ` 1,29,60,000/-
Mr. Daljit Singh Managing Director ` 1,15,20,000/-
The elements of remuneration package of Executive Directors includes salary, lifetime medical benefits, allowed
perquisites in terms of the Company’s policy which shall include but not limited to, contribution to provident fund,
superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income
–tax act, 1961; gratuity payable at a rate not exceeding half a month’s salary for each completed year of service and
encashment of leave at the end of the tenure, etc.
Further, Mr. Jasbir Singh and Mr. Daljit Singh also draw remuneration from its subsidiary i.e. PICL (India) Private Limited.
The details are given herein below :
Name of Director Designation Salary
Mr. Daljit Singh Managing Director ` 40,20,000
Mr. Jasbir Singh Director ` 30,00,000
 Amber Enterprises India Limited 71

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

Details of Remuneration to Non-Executive Company’s risk management. The Company has

Independent Directors as at 31 March 2018: a robust Organizational structure for managing
Consequent to conversion of your Company from and reporting on risks. Risk management process
Private Limited to Public Limited Company, all the has been established across the Company and is
Independent Directors were appointed by the Board designed to identify, assess and frame a response to
at its Meeting held on 20 September 2017. All threats that affect the achievement of its objectives.
Independent Directors comply with the criteria of Further, it is embedded across all the major functions
Independence as given in the Companies Act, 2013 and revolves around the goals and objectives of the
and the SEBI Listing Regulations and give a certificate organization.
on the Meeting of the Independence Criteria as
mentioned in the SEBI Legislations. IV. COMMITTEES OF THE BOARD
At present, Independent Directors are paid sitting fees The Board has duly constituted various Committees
of ` 75,000/- for each Board Meeting and ` 50,000/- for smooth and efficient operation of the activities and
for each Committee Meetings. During the year, is responsible for constituting, assigning, co-opting
there was no pecuniary relationship or transactions and fixing the terms of reference for the committees
between the Company and any of its Independent in line with the laws of land. The Chairman, quorum
Directors apart from sitting fees & reimbursement of and the terms of reference of each committee have
expenses, otherwise stated in this Annual Report. been approved by the Board.

A. Audit Committee
III. RISK MANAGEMENT
Audit Committee was constituted on
Risks are events, situations or circumstances
20 September 2017 and re-constituted on
which may lead to negative consequences on the
26 September 2017 and comprises of 3
Company’s businesses. Risk management is a
Independent Directors and 1 Executive Director
structured approach to manage uncertainty. A formal
viz. Dr. Girish Kumar Ahuja (Chairman of the
enterprise wide approach to Risk Management is
Committee), Ms. Sudha Pillai, Mr. Satwinder
being adopted by the Company and key risks will
Singh and Mr. Jasbir Singh. The Chairperson of
now be managed within a unitary framework. As a
the Committee is an Independent Director.
formal roll-out, all business divisions and corporate
All the Members of the Committee possess
functions will embrace Risk Management Policy and
strong accounting and financial management
Guidelines, and make use of these in their decision
knowledge. The Company Secretary is the
making. Key business risks and their mitigation are
Secretary to the Committee.
considered in the annual/strategic business plans
The terms of reference of this Committee are
and in periodic management reviews. The risk
very wide and are in line with the regulatory
management process in our multibusiness, multi-
requirements mandated by the Act and Part C of
site operations, over the period of time will become
Schedule II of the Listing Regulations. The Audit
embedded into the Company’s business systems and
Committee has the following terms of reference:
processes, such that our responses to risks remain
current and dynamic. a. Overseeing our Company’s financial
reporting process and disclosure of its
The formulation of Risk Management policy is
financial information to ensure that the
not applicable on the Company, whereas aim of
112-252

financial statement is correct, sufficient

enhancing shareholders’ value and providing an
and credible;
optimum risk-reward tradeoff, the Management has
b. Reviewing and recommending for approval
Financial Section

put in place adequate & effective system and man

power for the purposes of risk management. to the Board:
The risk management approach is based on a • Proposals on borrowings and
clear understanding of the variety of risks that the proposals on non-fund based facilities
organization faces, disciplined risk monitoring, risk from banks
25-111

measurement, continuous risk assessment and • Business plan

mitigation measures. • Corporate annual budget and revised
Your Company has a well-defined risk management estimates;
Statutory Reports

framework in place. The risk management framework c. Recommending to the Board, the
works at various levels across the enterprise. These appointment, re-appointment, and
levels form the strategic defence cover of the replacement, remuneration, and terms
 72 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

of appointment of the internal auditor, transactions and such approval shall be

cost auditor and statutory auditor and the applicable in respect of transactions which
fixation of audit fee; are repetitive in nature;
d. Review and monitor the auditor’s i. Scrutiny of inter-corporate loans and
independence and performance and the investments;
effectiveness of audit process;
18-19

j. Valuation of undertakings or assets of our

e. Approval of payments to the statutory, Company, wherever it is necessary;
internal and cost auditors for any other k. Evaluation of internal financial controls and
Chairman and CEO’s Perspective

services rendered by statutory auditors; risk management systems;

f. Reviewing with the management, the l. Approval or any subsequent modification
annual financial statements and auditor’s of transactions of our Company with
report thereon before submission to related parties, provided that the audit
the Board for approval, with particular committee may make omnibus approval
reference to: for related party transactions proposed to
i) Matters required to be stated in the be entered into by the Company subject to
Director’s responsibility statement such conditions as may be prescribed;
1-24

to be included in the Board’s report m. Reviewing with the management, the

in terms of Section 134(3)(c) of the statement of uses/application of funds
Companies Act, 2013; raised through an issue (public issue,
Corporate Overview

ii) Changes, if any, in accounting policies rights issue, preferential issue, etc.), the
and practices and reasons for the statement of funds utilized for purposes
same; other than those stated in the offer
iii) Major accounting entries involving document/prospectus/notice and the
estimates based on the exercise of report submitted by the monitoring agency
judgment by management; monitoring the utilization of proceeds
of a public or rights issue, and making
iv) Significant adjustments made in the
appropriate recommendations to the
financial statements arising out of
Board to take up steps in this matter;
audit findings;
n. Establishing a vigil mechanism for
v) Compliance with listing and other
directors and employees to report their
legal requirements relating to financial
genuine concerns or grievances;
statements;
o. Reviewing, with the management, the
vi) Disclosure of any related party
performance of statutory and internal
transactions;
auditors and adequacy of the internal
vii) Qualifications and modified opinions control systems;
in the draft audit report;
p. Reviewing the adequacy of internal audit
viii) Compliance with accounting function, if any, including the structure
standards; of the internal audit department, staffing
ix) Contingent liabilities; and seniority of the official heading the
x) Claims against the Company and their department, reporting structure coverage
effect on the financial statements; the and frequency of internal audit;
term “financial statement” shall have q. Discussion with internal auditors on any
the meaning ascribed to such term significant findings and follow up thereon;
under Section 2(40) of the Companies r. Reviewing the findings of any internal
Act, 2013; investigations by the internal auditors into
g. Reviewing with the management, the matters where there is suspected fraud or
quarterly, half-yearly and annual financial irregularity or a failure of internal control
statements before submission to the systems of a material nature and reporting
Board for approval; the matter to the Board;
h. Laying down the criteria for granting s. Discussion with statutory auditors, internal
omnibus approval in line with the auditors, secretarial auditors and cost
Company’s policy on related party auditors before the audit commences,
 Amber Enterprises India Limited 73

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

about the nature and scope of audit as well contained in the records of the Company.
as post-audit discussion to ascertain any The Audit Committee shall mandatorily review
area of concern; the following information:
t. Looking into the reasons for substantial a. Management discussion and analysis of
defaults in the payment to the depositors, financial condition and result of operations;
debenture holders, shareholders (in case
b. Statement of significant related party
of non-payment of declared dividends) and
transactions (as defined by the Audit
creditors;
Committee), submitted by management;
u. Approval of appointment of the chief
c. Details of all material transactions with
financial officer after assessing the
related parties to be disclosed every
qualifications, experience and background,
quarter along with the compliance report
etc. of the candidate;
on corporate governance;
v. Reviewing the functioning of the whistle
d. On a quarterly basis, the details of related
blower mechanism, in case the same is
party transactions entered into by the
existing;
Company pursuant to each omnibus
w. Monitoring of a vigil mechanism for approval given;
enabling adequate safeguards and
e. Whether the policy dealing with related
protection of interest of the director(s) or
party transactions is placed on the website
employees or any other person who may
of the Company;
avail the mechanism and to provide for
f. Management letters/letters of internal
direct access to the chairperson of the
control weaknesses issued by the statutory
Audit Committee in exceptional cases
auditors;
where deemed necessary;
g. Internal audit reports relating to internal
x. Discretion to invite the finance director
control weaknesses;
or head of the finance functions, head
of internal audit and a representative of h. The appointment, removal and terms of
the statutory auditor and any other such remuneration of the chief internal auditor;
executives to be present at the meetings of and
the committee: Provided that occasionally i. Statement of deviations:
the audit committee may meet without the i) quarterly statement of deviation(s)
presence of any executives of the listed including report of monitoring agency,
entity. if applicable, submitted to stock
y. Carrying out any other functions as provided exchange(s) in terms of Regulation
under the Companies Act, the SEBI Listing 32(1) of the SEBI Listing Regulations;
Regulations and other applicable laws; and and
z. To formulate, review and make ii) annual statement of funds utilized
recommendations to the Board to amend for purposes other than those stated
the Audit Committee charter from time to in the offer document/prospectus/
time.” notice in terms of Regulation 32(7) of
112-252

The powers of the Audit Committee will include the SEBI Listing Regulations.
the following: Upon invitation, the meeting of the Audit
Financial Section

a. To investigate activity within its terms of Committee are also attended by the Managing
reference; Director, CFO, Statutory Auditors, Internal
b. To seek information from any employees; Auditor and the Company Secretary.

c. To obtain outside legal or other professional The Audit Committee met three times during
advice; the year under review. The Audit Committee
25-111

Meetings were held on 11 November 2017,

d. To secure attendance of outsiders with
20 December 2017 and 9 March 2018. The
relevant expertise, if it considers necessary;
gap between two Meetings did not exceed one
Statutory Reports

and
hundred and twenty days.
e. To have full access to the information
 74 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

Details of attendance of Members at the Audit Committee Meetings during the year 2017 - 18 are provided below:

No. of Meetings held No. of Meetings

Name Position of the Committee during the year attended
Dr. Girish Kumar Ahuja Chairman 3 3
Ms. Sudha Pillai Member 3 3
18-19

Mr. Satwinder Singh Member 3 3

Mr. Jasbir Singh Member 3 2
Chairman and CEO’s Perspective

Reporting of Internal Auditor shall carry out evaluation of every director’s

The Internal Auditor of the Company attends performance. Our Company shall disclose
meetings of Audit Committee on a regular basis the remuneration policy and the evaluation
and findings of internal audits are reported criteria in its annual report;
directly to the Audit Committee. e. Analysing, monitoring and reviewing
various human resource and compensation
B. Nomination and Remuneration Committee
matters;
Nomination and Remuneration Committee was
f. Determining our Company’s policy on
constituted on 20 September 2017.
1-24

specific remuneration packages for

Nomination and Remuneration Committee has executive directors including pension
been vested with the authority to, inter alia, rights and any compensation payment,
Corporate Overview

recommend nominations for Board Membership, and determining remuneration packages

develop and recommend policies with respect to of such directors;
composition of the Board commensurate with
g. Determine compensation levels payable
the size, nature of the business and operations
to the senior management personnel and
of the Company, establish criteria for selection
other staff (as deemed necessary), which
to the Board with respect to the competencies,
shall be market-related, usually consisting
qualifications, experience, track record, integrity,
of a fixed and variable component;
establish Director retirement policies and
appropriate succession plans and determine h. Reviewing and approving compensation
overall compensation policies of the Company. strategy from time to time in the context
of the then current Indian market in
The Committee has formulated Employee Stock
accordance with applicable laws;
Option Schemes named as “Amber Employees’
Stock Option Scheme - 2017”. i. Perform such functions as are required
to be performed by the compensation
The terms of reference of this Committee are in
committee under the Securities and
line with the regulatory requirements mandated
Exchange Board of India (Share Based
in the Act and Part D of Schedule II of the Listing
Employee Benefits) Regulations, 2014;
Regulations. The Nomination and Remuneration
Committee has the following terms of reference: j. Framing suitable policies and systems
to ensure that there is no violation, by an
a. Formulate the criteria for determining
employee of any applicable laws in India or
qualifications, positive attributes
overseas, including:
and independence of a director and
recommend to the Board a policy, relating i) The Securities and Exchange Board of
to the remuneration of the directors, India (Prohibition of Insider Trading)
key managerial personnel and other Regulations, 2015; or
employees; ii) The Securities and Exchange Board
b. Formulation of criteria for evaluation of of India (Prohibition of Fraudulent and
independent directors and the Board; Unfair Trade Practices relating to the
Securities Market) Regulations, 2003;
c. Devising a policy on Board diversity;
k. Determine whether to extend or continue
d. Identify persons who are qualified to
the term of appointment of the independent
become directors or who may be appointed
director, on the basis of the report of
in senior management in accordance with
performance evaluation of independent
the criteria laid down, recommend to the
directors;
Board their appointment and removal and
 Amber Enterprises India Limited 75

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

l. Evaluating the current composition, and expert advisors;

organization and governance of the w. Ensuring proper induction program for
Board and its committees as well as new directors, key managerial personnel
determining future requirements and and senior management and reviewing its
making recommendations to the Board for effectiveness along-with ensuring that on
approval; appointment, they receive a formal letter of
m. Determining on an annual basis, desired appointment in accordance with guidelines
qualifications along with the expertise, provided under the Companies Act, 2013;
characteristics and conduct searches x. Developing a succession plan for our Board
for potential Board members with and senior management and regularly
corresponding attributes. Thereafter, reviewing the plan;
evaluation and proposal of nominees
y. Consideration and determination of the
for election to the Board. In performing
nomination and remuneration policy based
these tasks, the committee shall have the
on performance and also bearing in mind
sole authority to retain and terminate any
that the remuneration is reasonable and
search firm to be used to identify director
sufficient to attract, retain and motivate
candidates;
members of the Board and such other
n. Evaluation and recommendation of factors as the Committee shall deem
termination of membership of individual appropriate;
directors in accordance with the Board’s
z. Ensuring that it proactively maintains a
governance principles for cause or for
balance between fixed and incentive pay
other appropriate reasons;
reflecting short and long term performance
o. Making recommendations to the Board objectives appropriate to the working of
in relation to the appointment, promotion the Company; and
and removal of the senior management
aa. Perform such other activities as may be
personnel at such level(s);
delegated by the Board of Directors and/or
p. Reviewing, amending, modifying and are statutorily prescribed under any law to
approving all other human resources be attended to by such committee.
related policies of our Company from time
The Committee has also formulated the
to time;
criteria for determining qualifications, positive
q. Reviewing and recommending to the Board, attributes and independence of a Director and
manpower plan/ budget and sanction of recommended to the Board a Policy relating
new senior management positions from to the remuneration for the Directors, Key
time to time in the future; Managerial Personnel and other Employees.
r. Reviewing and recommending to the The Committee also carries out a separate
Board, matters relating to revision of exercise to self - evaluate the performance of
compensation/ salary and long term wage NRC Committee, however, recommended to
settlements; the Board to evaluate performance of individual
s. Consideration and approval of employee directors, Board as its whole and its committee.
112-252

stock option schemes and to administer Feedback is sought by way of structured

and supervise the same; questionnaires covering various aspects of the
Financial Section

t. Decision on matters such as quantum Board’s functioning such as adequacy of the

of and milestones for grant, eligibility of composition of the Board and its Committees,
employees who shall be entitled to grant Board culture, execution and performance of
of options, vesting period and conditions specific duties, obligations and governance and
thereof, termination policies etc; performance evaluation is carried out based on
25-111

u. Periodically reviewing and re-examining the responses received from the Directors. The
the terms of reference and making questionnaires were established in alignment
recommendations to our Board for any with the Guidance Note on Board Evaluation
Statutory Reports

proposed changes; issued by Securities and Exchange Board of

India, vide its Circular dated 5 January 2017.
v. Authorization to obtain advice, reports or
opinions from internal or external counsel The performance evaluation of Independent
 76 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

Directors were based on the criteria viz. Independent Directors including the Chairman.
attendance at Board and Committee Meetings, The Members are Mr. Satwinder Singh
skill, experience, ability to challenge views of (Chairman of the Committee), Dr. Girish Kumar
others in a constructive manner, knowledge Ahuja and Mr. Manoj Kumar Sehrawat. The
acquired with regard to the Company’s business, Company Secretary is the Secretary to the
understanding of industry and global trends, etc. Committee.
18-19

The Committee is also empowered to opine, in The Committee met only once during the year
respect of the services rendered by a Director under review.
Chairman and CEO’s Perspective

in professional capacity, whether such Director The Committee Meeting was held on
possesses requisite qualification for the practice 26 September 2017. The attendance at the
of the profession. Meeting was as under:
Majority of Committee Members are

No. of Meeting held No. of Meeting

Name Position of the Committee during the year attended
Mr. Satwinder Singh Chairman 1 1
1-24

Dr. Girish Kumar Ahuja Member 1 1

Mr. Manoj Kumar Sehrawat Member 1 1
Corporate Overview

Nomination and Remuneration Policy • Minimizing complexity and ensuring

The Company’s Remuneration Policy represents transparency;
the overreaching approach of the Company • Link to long term strategy as well as annual
to the remuneration of Directors and senior business performance of the Company;
management. • Promoting a culture of meritocracy and
The compensation of Directors, Key Managerial linked to key performance and business
Personnel, senior management and other drivers; and
employees is based on the following principles: The policy can be viewed at the following link:
• Aligning key executive and Board http://www.ambergroupindia.com/code-and-
remuneration with the longer term interests policies.
of the Company and its shareholders;
 Amber Enterprises India Limited 77

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

C. Stakeholders Relationship Committee torn/ mutilated/ defaced certificates;

Stakeholders Relationship Committee was • Requests relating to de-materialization
constituted on 20 September 2017. and re-materialization of shares;
The Company’s Stakeholders Relationship • Requests relating to modes of paying
Committee functions under the Chairmanship the dividend i.e. through electronic
of Mr. Satwinder Singh, Independent Director. clearing service, RTGS and issue
Mr. Daljit Singh and Mr. Manoj Kumar Sehrawat of dividend warrant for dividend
are also members of Stakeholders Relationship payment/ interest etc.; and
Committee. The Company Secretary is the • Complaints related to allotment of
Secretary to the Committee. shares, transfer or transmission
The Committee meets, as and when required, of shares, debentures or any other
to inter alia, deal with matters relating to securities, non-receipt of annual
Rematerialization of shares and monitor report and non-receipt of declared
redressal of the grievances of the security dividends or any other document
holders of the Company etc. or information to be sent by our
Company to its shareholders.
The role and terms of reference of the
Committee covers the areas as contemplated c. Allotment of shares, approval of transfer or
under Regulation 20 read with Part D of Schedule transmission of shares, debentures or any
II of the Listing Regulations and section 178 of other securities;
the Act, as applicable, besides the other terms d. Issue of duplicate certificates and new
as referred by the Board of Directors. The certificates on split/consolidation/renewal;
Stakeholders Relationship Committee has the e. Non-receipt of declared dividends, balance
following terms of reference: sheets of our Company, annual report or
a. Redressal of grievances of shareholders, any other documents or information to be
debenture holders and other security sent by our Company to its shareholders;
holders, including complaints related to the and
transfer of shares; f. Carrying out any other function as
b. Collecting and analyzing reports received prescribed under the SEBI Listing
periodically from the Registrar and the Regulations, Companies Act, 2013 and the
Share Transfer Agent (“RTA”) on the rules and regulations made thereunder,
following: each as amended or other applicable law.”
• Complaints regarding non-receipt From the listing date i.e. 30 January 2018 to 31
of the shares, debentures, deposit March 2018, 1146 complaints were received
receipt, declared dividend or interest; from the Shareholders, all of which have
• Complaints of investors routed by the been attended/ resolved to the satisfaction
SEBI or Stock Exchanges and others; of the Shareholders. As of date, there are no
complaints/pending share transfers pertaining
• Transfer, sub-division, consolidation,
to the year under review.
split, exchange, endorsement,
The Committee met only once during the year
112-252

transmission of share certificates and

transposition of share certificates; under review.

• Issue of share certificates, debenture The Committee Meeting was held on

Financial Section

certificates, duplicate share or 27 February 2018. The attendance at the

debenture certificates in lieu of lost/ Meetings is as under:

No. of Meetings held No. of Meetings

Name Position of the Committee during the year attended
25-111

Mr. Satwinder Singh Chairman 1 1

Mr. Daljit Singh Member 1 1
Statutory Reports

Mr. Manoj Kumar Sehrawat Member 1 1

 78 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

D. Corporate Social Responsibility (“CSR”) social responsibility team and supervise

Committee proper execution of all delegated
During the Year, CSR Committee was re- responsibilities;
constituted on 20 September 2017 due to g. Assistance to our Board to ensure that our
induction of Independent Directors on the Board Company spends towards the corporate
of the Company. social responsibility activities in every
18-19

As at 31 March 2018, CSR Committee comprises, Fiscal, such percentage of average net
Ms. Sudha Pillai, Independent Director is the profit/ amount as may be prescribed in the
Chairperson of the Committee. Mr. Jasbir Singh, Companies Act, 2013 and/ or rules made
Chairman and CEO’s Perspective

Mr. Daljit Singh and Mr. Manoj Kumar Sehrawat thereunder;

are the other Members of the Committee. h. Reviewing and monitoring the
The CSR Committee is responsible for implementation of corporate social
formulation and recommendation of the CSR responsibility programmes and issuing
Policy of the Company. It also recommends necessary directions as required for proper
the amount of expenses to be incurred on implementation and timely completion
CSR activities and effectively monitors the of corporate social responsibility
implementation of the Policy. programmes;
The terms of reference of the CSR Committee, i. Providing explanation to the Board if our
1-24

inter-alia, include the following: Company fails to spend the prescribed

amount within the financial year;
a. Formulating and recommending to the
Corporate Overview

Board the corporate social responsibility j. Providing updates to our Board at regular
policy of the Company, including any intervals of six months on the corporate
amendments thereto in accordance with social responsibility activities;
Schedule VII of the Companies Act, 2013 k. Regulation of its own proceedings subject
and the rules made thereunder; to the terms of reference;
b. Ensuring that the corporate social l. Reviewing and recommending the
responsibility policy shall include/ indicate corporate social responsibility plan for the
the activities to be undertaken by the ensuing Fiscal to our Board;
companies as specified in Schedule VII m. Approval of any project that may come
of the Companies Act, 2013 and the during the year and which is not covered in
rules made there under, from time to the corporate social responsibility plan up
time excluding the activities undertaken to such amount as may be prescribed by
in pursuance of its normal course of our Board from time to time; and
business;
n. Performing such other duties and functions
c. Identifying corporate social responsibility as the Board may require the corporate
policy partners and corporate social social responsibility committee to
responsibility policy programmes; undertake to promote the corporate social
d. Recommending the amount of corporate responsibility activities of the Company.”
social responsibility policy expenditure The CSR Policy for your Company as duly
for the corporate social responsibility amended is displayed on the Company’s
activities and the distribution of the same website: http://www.ambergroupindia.com.
to various corporate social responsibility
The Committee met three times during the year.
programmes undertaken by the Company;
The Committee Meetings were held on 12 May
e. Identifying and appointing the corporate 2017, 25 August 2018 and 27 February 2018.
social responsibility team of the Company The attendance at the Meetings was as under:
including corporate social responsibility
manager, wherever required;
f. Delegating responsibilities to the corporate

No. of Meetings held No. of Meetings

Name Position of the Committee during the year attended
Ms. Sudha Pillai@ Chairperson 3 1
Mr. Jasbir Singh Member 3 3
Mr. Daljit Singh Member 3 3
Mr. Manoj Kumar Sehrawat Member 3 1
@Appointed as Independent Director & member of CSR Committee on 20 September 2017.
 Amber Enterprises India Limited 79

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

V. SUBSIDIARY COMPANIES investment of ` 54,42,50,000/- (Rupees Fifty Four

Regulation 16 of the Listing Regulations defines a Crore Forty Two Lakh Fifty Thousand only). In view of
“material subsidiary” to mean a subsidiary, whose this, IL JIN Electronics (India) Private Limited became
income or net worth exceeds twenty percent of the a subsidiary of your Company.
consolidated income or net worth respectively, of the As on 31 March 2018, Your Company has two
listed entity and its subsidiaries in the immediately Wholly Owned Subsidiaries i.e PICL (India) Private
preceding accounting year. Limited, Appserve Appliance Private Limited and
Company has considered PICL (India) Private Limited, one Subsidiary i.e. IL JIN Electronics (India) Private
the wholly owned subsidiary Company as an unlisted Limited.
material subsidiary. The subsidiaries of the Company function
On 4 December 2017, your Company has incorporated independently, with an adequately empowered Board
a wholly owned subsidiary, “Appserve Appliance of Directors and adequate resources. For more
Private Limited.” in Punjab with Authorized Shared effective governance, the minutes of Board Meetings
capital of ` 2,00,00,000/- issued share capital of ` of subsidiaries of the Company are placed before the
50,00,000/-. Board of Directors of the Company for their review at
every quarterly Meeting.
On 28 December 2017, Your Company has
completed the acquisition of 70% stake of equity The other requirement of Regulation 24 of the Listing
paid up share capital i.e. 13,20,613 Equity Shares of Regulations with regard to Corporate Governance
IL JIN Electronics (India) Private Limited by way of requirements for Subsidiary Companies have been
complied with.
Appserve Appliance Private
PICL (India) Private Limited IL JIN Electronics Private Limited Limited
CIN : U74899DL1994PTC061471 CIN : U31909DL2001PTC112387 CIN : U31909DL2001PTC112387
KH. No. 845/2 and 847/2, 2nd Floor, F. No.5, 109/2A Buddha Appartments
C- 2, Phase II Focal Point Rajpura
M.G Road Village Ghitorni New Delhi C C Colony Delhi New Delhi DL 110007
Patiala PB 140401 IN
New Delhi DL 110047 IN IN

VI. DISCLOSURES or arrangements entered into between the

Company and its Promoters, Directors or their
A. Policy for determining ‘material’ subsidiaries
Relatives or the Management, Subsidiaries, etc.
Your Company has formulated a Policy for that may have potential conflict with the interests
determining ‘Material’ Subsidiaries as defined of the Company at large. Further, details of
in Regulation 16 of the Listing Regulations. This related party transactions are presented in Note
Policy has also been posted on the website of No. 44 to financial statements in the Annual
the Company and can be accessed through Report.
the web link: http://www.ambergroupindia.
There was no material related party transaction,
com/policy-determination-material-subsidiary-
pecuniary transaction or relationship between
governance-subsidiary.
the Company and its Directors, promoters or the
B. Policy on Materiality of and Dealing with management that may have potential conflict
Related Party Transactions with the interests of the Company at large. The
112-252

Your Company has formulated a Policy on details of related party transactions are detailed
Materiality of and Dealing with Related Party in the notes to the financial statements disclosed
Transactions which specify the manner of as per applicable Accounting Standards.
Financial Section

entering into related party transactions. i) All details relating to financial and
This Policy has also been posted on the website commercial transactions, where directors
of the Company and can be accessed through may have a potential interest are
the web link: http://www.ambergroupindia. considered, recommended and approved
com/policy-materiality-dealing-related-party- by the Board. The interested directors are
25-111

transactions/ not present in the meeting at the time of

C. Disclosure of Transactions with Related discussion on such agenda items and do
Statutory Reports

Parties not participate in the discussion or decision

During the financial year 2017-18, there on such matters.
were no materially significant transactions ii) Policy on Materiality of and dealing with
 80 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

Related Party Transactions has been duly As such the Whistleblower Policy provides
adopted by the Company and the same for protected disclosure and protection to the
is uploaded on the official website of the Whistleblower. Under the Vigil Mechanism all
Company. The same can be accessed Stakeholders have been provided access to the
on the following link: http://www. Audit Committee through the Chairman. No
ambergroupindia.com/policy-materiality- personnel have been denied access to the Audit
18-19

dealing-related-party-transactions. Committee. All Employees, Directors, vendors,

The Audit Committee was constituted by the suppliers or other stakeholders associated
with the Company can make the Protected
Chairman and CEO’s Perspective

Board on 20 September 2017, the approval for

entering into Related Party Transaction was Disclosure by the mechanism as prescribed in
taken by the Board. the Whistleblower Policy.
The Chairman of the Audit Committee can be
D. Disclosure of Accounting Treatment in
reached by sending an e-mail to dr.girishahuja@
preparation of Financial Statements
gmail.com or by sending a letter to the below
The financial statements have been prepared
address:
in accordance with Ind AS notified under the
Chairman of the Audit Committee
Companies (Indian Accounting Standards)
Amber Enterprises India Limited
1-24

Rules, 2015.
1st Floor, Universal Trade Tower,
E. Code for Prevention of Insider Trading
Sector – 49, Sohna Road,
Corporate Overview

Practices
The Company has formulated and adopted Gurgaon – 122 018.
the ‘Code of Practices and Procedures for The Whistleblower Policy of the Company is
Fair Disclosure of Unpublished Price Sensitive available on the website of the Company and
Information’ and ‘Code of Conduct for Prevention can be accessed at the web link: http://www.
of Insider Trading in Securities of Amber ambergroupindia.com.
Enterprises India Limited (“Code of Conduct”)
G. Compliances by the Company
in compliance with the Securities and Exchange
Board of India (Prohibition of Insider Trading) No penalties have been imposed or strictures
Regulations, 2015 (“the Regulations”). passed against the Company by the stock
exchanges, the Securities and Exchange Board
Company’s Code of Conduct has been
of India or any statutory authority on any matter
formulated to regulate, monitor and ensure
related to capital markets during the last three
reporting of trading by the Employees and
years.
Connected Persons designated on the basis of
their functional role in the Company towards Securities of the Company have not been
achieving compliance with the Regulations suspended for trading at any point of time during
and is designed to maintain the highest the year and the Company has duly complied
ethical standards of trading in Securities of the with corporate governance requirements as
Company by persons to whom it is applicable. specified under Regulations 17 to 27 and clause
Code of Conduct lays down guidelines, which (b) to (i) of Regulation 46 (2) of the Listing
advises them on procedures to be followed Regulations.
and disclosures to be made, while dealing with Quarterly reports on compliance with Corporate
securities of the Company and cautions them of Governance as per Regulation 27 of the
the consequences of violations. Listing Regulations were duly filed with the
stock exchanges within the stipulated time
F. Whistleblower Policy
and same are also available on website of the
The Vigil Mechanism as envisaged in the Act Company at https://www.ambergroupindia.com
and the Rules prescribed thereunder and the compliances.
Listing Regulations is implemented through the
Whistleblower Policy to provide for adequate VII. MEANS OF COMMUNICATION
safeguards against victimization of persons Your Company, from time to time and as may
who use such mechanism and make provision be required, communicates with its security-
for direct access to the Chairman of the Audit holders and investors through multiple channels
Committee.
 Amber Enterprises India Limited 81

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

of communications such as dissemination of Board’s Report, Auditors’ Report, Management

information on the website of the Stock Exchanges, Discussion and Analysis (MDA) report and other
Press Releases, the Annual Reports and uploading important information is circulated to shareholders
relevant information on its website. and other stakeholders and is also available on the
Company’s website at www.ambergroupindia.com.
Company Website
Pursuant to Regulation 46 of the Listing Regulations, VIII. GENERAL SHAREHOLDER INFORMATION
the Company’s website, www.ambergroupindia.com
contains a dedicated functional segment, named a). 28th Annual General Meeting
‘INVESTORS RELATION’ where all the information Date : 17 September 2018
meant for the shareholders is available, including Time : 11:00 A.M.
information on Directors, shareholding pattern,
Venue : Eagle Motel, Grand Trunk Road,
quarterly reports, financial results, annual reports,
Rajpura, Punjab - 140401
press releases, details of unpaid/unclaimed dividends
and various policies of the Company. b). Financial Year of the Company
The financial year covers the period from 1st
NSE Electronic Application Processing System
April to 31st March.
(‘NEAPS’)
NEAPS is a web-based application designed by c). Date of Book Closure and Dividend Payment
the National Stock Exchange of India Ltd. (‘NSE’) Date
for corporate filings. All periodical compliance Book Closure for Dividend (if any) will be from
related filings, like shareholding pattern, corporate Tuesday, 11 September 2018 to Monday, 17
governance report, media releases and corporate September 2018, both days inclusive.
actions are filed electronically on NEAPS.
d). Listing on Stock Exchanges
BSE Corporate Compliance & Listing Centre The securities of the Company are listed on the
(‘LISTING CENTRE’) following exchanges :
The Listing Centre of BSE Ltd. (‘BSE’) is a web- 1. BSE Limited (BSE) Phiroze Jeejeebhoy
based application designed for corporate filings. Towers, Dalal Street, Mumbai-400 001;
All periodical compliance filings like shareholding
2. National Stock Exchange of India Limited
pattern, corporate governance report, media releases,
(NSE) Exchange Plaza, Plot No. C/1, G
among others are filed electronically on the Listing
Block, Bandra Kurla Complex, Bandra
Centre.
(East), Mumbai-400 051
Financial Results
e). Stock Codes
Pursuant to Regulation 33 of Listing Regulations,
The Company’s stock codes on the above stock
the Company has regularly furnished within the
exchanges are:
prescribed timeline the quarterly unaudited as well
as annual audited financial results to both the stock Scrip Code
exchanges i.e. NSE & BSE. BSE 540902
Quarterly and annual financial results are also NSE AMBER
published in English language national daily The ISIN of the Company is INE371P01015
newspaper (like Business Standard) circulating in
f). Annual Listing Fees
the whole of India and in daily newspaper published
112-252

in the vernacular language (like Chardikala) in state Annual listing fees for financial year 2018-19 has
where registered office of the Company is situated. been paid to BSE and NSE within the stipulated
time.
Financial Section

News Releases and Presentations

g). Corporate Identity Number:
Official news and media releases are sent to stock L28910PB1990PLC010265
exchanges on which the shares of the Company
are listed and are also uploaded on the Company’s h). Registered Office Address: C-1, Phase II, Focal
website at www.ambergroupindia.com. Point, Rajpura Town -140 401, Punjab
25-111

Annual Report
The Annual Report containing, inter-alia, the audited
Statutory Reports

financial statements (standalone & consolidated),

 82 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

i). Stock Market Data:

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

AMBER ENTERPRISES VS. NSE NIFTY

18-19

1500 12000
1400
11500
Chairman and CEO’s Perspective

1300
1200 11000
1100
10500
1000
900 10000
800
9500
700
600 9000
1-24

8
8

8
18

-1
-1

-1
-1
-

ar
an

ar
eb

ar

-M

-M
-M
-J

-F
30

16
14

31
01
Corporate Overview

Amber Enterprises Nifty

AMBER ENTERPRISES VS. BSE SENSEX

1500 39000
1400 38000
1300 37000
36000
1200
35000
1100
34000
1000
33000
900 32000
800 31000
700 30000
600 29000
8
18

8
8

-1

-1
-1

-1
n-

ar

ar
eb

ar
a

-M

-M
-M
-J

-F
30

16
14

31
01

Amber Enterprises Sensex

 Amber Enterprises India Limited 83

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

AMBER ENTERPRISES VS. NSE SMALLCAP 100

1500 10000
1400 9000
1300 8000
7000
1200
6000
1100
5000
1000
4000
900 3000
800 2000
700 1000
600 0

8
8

8
18

-1
-1

-1
-1
-

ar
an

ar
eb

ar

-M

-M
-M
-J

-F
30

16
14

31
01

Amber Enterprises NSE Smallcap 100

Distribution of Shareholding as on 31 March 2018

Number of Number of
No. of Shares held Shareholders % To Holders Shares held % of Shareholding
1 - 1000 46481 99.45 1064544 3.39
1001 – 2000 81 0.17 119722 0.38
2001 – 10000 103 0.22 448048 1.42
10001 – 20000 19 0.04 266301 0.85
20001 and above 52 0.11 29547925 93.96
Total 46736 100.00 3,14,46,540 100.00

Shareholding Pattern as on 31 March 2018

Amber Enterprises India Limited
Shareholding Pattern as on 31 March 2018 (Total)
Sl.
No Description No. of Cases Total Shares % Equity
1 Banks 2 2697 0.01
2 Clearing Members 129 39580 0.13
3 Employees 152 140899 0.45
4 Foreign Corporate Bodies 2 999197 3.18
5 Foreign Institutional Investors 2 299361 0.95
112-252

6 Foreign Portfolio Investors 21 3090091 9.83

7 HUF 2072 98662 0.31
8 Indian Financial Institutions 2 112145 0.36
Financial Section

9 Bodies Corporates 328 7708971 24.51

10 Mutual Funds 29 1538424 4.89
11 Nbfc 1 17 0.00
12 Non Resident Indians 105 3975 0.01
13 Non Resident Indian Non Repatriable 43 1618 0.01
25-111

14 Promoter Group 3 708867 2.25

15 Promoters 2 13126560 41.74
16 Resident Individuals 43841 2449375 7.79
Statutory Reports

17 Trusts 2 1126101 3.58

Total 46,736 3,14,46,540 100.00
 84 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

SHAREHOLDING PATTERN AS ON 31 MARCH 2018

18-19

4% 0% 0% 0% 3%
8% 1% 10% Banks
0%
Chairman and CEO’s Perspective

Clearing Members
0%
Employees
Foreign Corporate Bodies
Foreign Institutional Investors
Foreign Portfolio Investors
HUF
Indian Financial Institutions
Bodies Corporates
1-24

Mutual Funds
NBFC
Non Resident Indians
Corporate Overview

25% Non Resident Indian Non Repatriable

Promoter Group
42%
Promoters
5% Resident Individuals
0% Trusts
2% 0%

Dematerialization of Shares and Liquidity

As on 31 March 2018, 100% of the paid-up Equity Share Capital of your Company is held in dematerialized form
with National Securities Depository Limited and Central Depository Services (India) Limited.
Particulars Number of shares % of total capital issued
Held in Dematerialized form in NSDL 10041352 31.93
Held in Dematerialized form in CDSL 21405182 68.07
Physical Share Certificate 6 0.00
 Amber Enterprises India Limited 85

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

CATEGORY OF SHAREHOLDING AS ON 31 MARCH 2018

32%

Physical
NSDL
CDSL

68%

Shareholders are requested to convert their Website : www.karvycomputershare.com

physical holdings into electronic holdings For all matters relating to transfer/
which will negate risks associated with physical dematerialization of shares, payment of dividend
certificates. and any other query relating to Equity Shares of
Shareholders holding shares in dematerialized your Company.
form are requested to intimate all changes viz. The Registrar and Transfer Agents also have an
pertaining to change of address, change in Office at:
e-mail id, bank details etc. to their Depository
Karvy Computershare Private Limited
Participants whilst those holding shares in
physical form are requested to intimate such Address : Karvy Selenium Tower B, Plot Number
changes to the Company’s Registrar and Share 31 and 32
Transfer Agent. Financial District, Nanakramguda, Gachibowli,

j). Registrar and Transfer Agents: Hyderabad, 500 032, Telangana, India

All work related to share registry, both in physical Tel No. : +91 40-67162222
form and electronic form, is handled by the Fax No : +91 40-23420814
112-252

Company’s RTA, Karvy Computershare Private Email ID : [email protected]

Limited. The communication address of the RTA
Your Company has also designated amber.ipo@
is given hereunder:
Financial Section

karvy.com as an exclusive e-mail ID for Investors

Karvy Computershare Private Limited for the purpose of registering complaints and
Karvy Selenium Tower B, Plot No. 31-32, the same has been displayed on the Company’s
Gachibowli, Financial District, website.
Nanakramguda, Hyderabad, Security holders would have to correspond
25-111

Telangana - 500 032, India. with the respective Depository Participants

for Securities held in demateralised form for
Tel. No. : +91 40 6716 2222
transfer/transmission of Shares, change of
Statutory Reports

Fax No. : + 91 40-23431551 Address, change in Bank details, etc.

E-mail : [email protected] For all investor related matters, the Company
 86 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

Secretary & Compliance Officer can also be 1000 Shares in the Company. The Stakeholders
contacted at: Relationship Committee meets as and when
Konica Yadav required to, inter alia, consider the other transfer
proposals, requests for issue of duplicate share
Company Secretary and Compliance Officer;
certificates, attend to Shareholders’ grievances,
Universal Trade Tower, 1st Floor, etc.
18-19

Sector 49, Sohna Road The Company obtains from a Practicing

Gurgaon – 122 018, Haryana Company Secretary, half yearly certificate of
Chairman and CEO’s Perspective

Tel: +91 124 392 3000 compliance with the share transfer formalities
Fax: +91 124 392 3016, 17 as required under Regulation 40(9) of the Listing
Regulations and files a copy of the same with
E-mail: [email protected]
the Stock Exchanges.
Your Company can also be visited at its website:
www.ambergroupindia.com. l). Reconciliation of Share Capital Audit
Audits were also carried out by the Practicing
k). Share Transfer System:
Company Secretary to reconcile the total
Trading in Ordinary (Equity) Shares of the admitted capital with NSDL and CDSL. The
Company through recognized Stock Exchanges
1-24

reports for the same were submitted to BSE and

is permitted only in dematerialized form. NSE. The audit confirms that the total issued /
All share transfers, physical as well as electronic, paid-up and listed capital is in agreement with
Corporate Overview

are handled by M/s Karvy Computershare the aggregate of the total number of shares in
Private Limited. physical form and the total number of shares
Shares sent for transfer in physical form are in dematerialised form (held with NSDL and
registered and returned within a period of fifteen CDSL).
days from the date of receipt of the documents, Compliance with Secretarial Standards the
provided the documents are valid and complete Institute of Company Secretaries of India,
in all respects. With a view to expedite the a Statutory Body, has issued Secretarial
process of share transfers, Company Secretary Standards on Meetings of the Board of Directors
and Compliance Officer of the Company and and General Meetings. The Company has
Karvy Computershare Private Limited (Karvy), complied with all the applicable provisions of
the Registrar and Share Transfer Agent of the Secretarial Standards.
the Company have been severally authorized
n). Plant locations
to approve the Transfer/Transmission/
Transposition of Physical Share Certificate, The Company’s manufacturing facilities are
Rematerilaziation/ Dematerialization Request located at the following locations:
and Split/Consolidation of Share Certificate upto

Property (Leased or
Serial No. Name/Location owned) Key Products Manufactured
1. UP Unit I: 38- C, Ecotech 2 Udyog Lease Inner case and plastic sheets
Vihar, Gautam Nagar, Uttar Pradesh
2. UP Unit II: C-3, UPSIDC, Industrial Lease Painted and unpainted sheet
Area, Kasna Road, Gautam Nagar, metal parts for ACs, refrigerators,
Uttar Pradesh microwave oven cavity, and water
tank
3. Haryana Unit: 15 KM Mile Stone, Owned Painted plastic molding, heat
Village Dadri TOE, Jhajjar, Haryana exchanger, IDU and ODU kit assembly,
and tub unit assembly
4. Dehradun Unit I: A-1/1A, Industrial Lease RAC-IDU and ODU, MFC and molding
Area, Selaqui, Dehradun
5. Dehradun Unit II: D-36, 37, 38, Lease Sheet metal AC parts and heat
Industrial Area, Selaqui, Dehradun exchanger
 Amber Enterprises India Limited 87

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

Property (Leased or
Serial No. Name/Location owned) Key Products Manufactured
6. Dehradun Unit III: H-23, Integrated Lease WAC, ODU and copper tube
Industrial Estate, Selaqui, Dehradun fabrication
7. Pune Unit: D-93, 163 and 165 MIDC Lease AC ODU, sheet metal and painted
Ranjangaon, Pune parts
8. Rajpura Unit: C-l, Phase-II, Focal Owned Painted and unpainted sheet metal
Point, Rajpura, Punjab parts and AC assembly
9. Faridabad Unit: Plots Nos. 92, 99 Owned Electrical motors for RACs and
and 79, Sector 6, Faridabad, Haryana commercial ACs
10. HP Unit- 686/58,691/59, Trilok Road, Owned Non-operational
Kheri, Kala Amb, Himachal Pradesh*
11. Industrial Plot No. 27 and 28, Sector- Lease PCBs for home appliances (such as
Udyog Kendra, Ecotech-III, Greater RACs and washing machines) and for
Noida Industrial Development Area, automobile applications
Gautam Budha Nagar, Uttar Pradesh
p). Disclosures with respect to demat suspense account/ unclaimed suspense account.
Details are given in Board Report forms part of this Annual Report.

q). Management Discussion and Analysis Report

Management Discussion and Analysis Report forms part of this Annual Report.

r) Dividend Payment Date : Not recommended

s) Financial Results disclosure Calendar: Financial year: 30 January to 31 March 2018

For the quarter ended 31 December 2017 9 March 2018
For the quarter and year ended 31March 2018 25 May 2018
For Financial Year 2018 – 19
For the quarter ended 30 June 2018 7 August 2018
For the quarter and half year ended 30 September 2018 October 2018 (4th week)
For the quarter and nine months ended 31 December 2018 January 2018 (4th week)
For the quarter and year ended 31 March 2019 May 2018 (2nd Week)
t) Payment of Depository Fee:
Annual Custody/Issuer fee for the year 2017-18 has been paid to Central Depository Services (India) Limited and
National Securities Depository Limited within the stipulated time.

u) Unclaimed Dividend
Not Applicable

v) Nomination
Shareholders holding shares in physical form and desirous of making nomination in respect of their shareholding
in the Company are requested to submit their request to the Company in Form SH - 13. Shareholders holding
shares in demat form may contact their Depository Participant for the purpose.
112-252

w) Commodity price risk or Foreign Exchange Risk and Hedging Activities

The Company follows prudent risk management framework. A detailed note on commodity price risk & foreign
Financial Section

exchange risks alongwith their mitigation plan is duly given in Management Discussion and Analysis forming part
of this Annual Report.
25-111
Statutory Reports
 88 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

IX. GENERAL BODY MEETINGS:

a). Annual General Body Meetings of the Company

Annual General Meetings (“AGM”) held during the past 3 years:
Year Date Time
2015 29 September 2015 11.00 A.M
18-19

2016 29 September 2016 11.00 A.M

2017 25 August 2017 4.00 P.M
Chairman and CEO’s Perspective

The above Meetings were held at C-1, Phase – II, Focal Point, Rajpura Town- 140 401, Punjab.
During the Year 2017-18, Four Extraordinary General Meeting held and the special Resolution passed therein:
Date Time Special Resolution passed
20 September 5.00 P.M • Conversion of Company from Private to Public Limited
2017
• Adoption of new Articles of Association comprises of Part A and Part B
• Increase and classification of authorized share Capital
• Borrowing Powers of the Company
• Creation of Charge on the Assets of the Company
1-24

26 September 5.00 P.M • Ratification of the ROC approved name i.e. Amber Enterprises India Limited
2017
• Initial Public Offer of Equity Shares
Corporate Overview

• Approval of ‘Amber Enterprises India Limited - Employee Stock Option Plan

2017’
• Increase in Foreign Portfolio Investment (FPI) Limit
• Increase in Non-Resident Indian (NRI) Limit
11 November Approval of acquisition of 100% Equity Share Capital of IL JIN Electronics
5.30 P.M
2017 (India) Private Limited (‘IL JIN”)
2 December 4.00 P.M • Amendment in Articles of Association of the Company
2017
• Increase in size of Fresh issue component of Initial Public Offer from
` 4,500 million to ` 4,750 million
No Special Resolution(s) requiring a Postal Ballot was passed last year
b) Postal Ballot: No resolution was passed through postal ballot during financial year 2017 - 18.
There is no immediate proposal for passing any resolution through postal ballot.

X. OTHER DISCLOSURES
Corporate Ethics
As a responsible corporate citizen, the Company consciously follows corporate ethics in both business and corporate
interactions. The Company has framed various codes and policies, which act as guiding principles for carrying business
in ethical way. Some of our policies are:
i) Combined Code of Corporate Governance and Conduct;
ii) Code of Conduct for Prevention of Insider Trading;
iii) Corporate Social Responsibility Policy amended on 27 February 2018;
iv) Policy on Materiality of and dealing with Related Party Transactions;
v) Vigil Mechanism & Whistle Blower Policy;
vi) Nomination & Remuneration Policy;
viii) Preservation of Documents Policy;
ix) Website Content Archival Policy;
x) Policy for Determining Material Subsidiary;
xi) Materiality of Events policy amended on 9 March 2018;
xii) Familiarisation Program for Independent Directors;
xiii) Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information;
xiv) Policy on Board Diversity and Succession Planning;
The Company has also placed the policies on its website as per the statutory provisions.
 Amber Enterprises India Limited 89

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)

COMPLIANCE STATUS WITH MANDATORY AND Non-compliance of any requirements of corporate

DISCRETIONARY REQUIREMENTS OF PROVISIONS OF governance report of sub-paras (2) to (10) of Schedule
LISTING REGULATIONS V:
The Company has complied with the requirement of
Details of compliance with mandatory requirements and
corporate governance report of sub-paras (2) to (10) of
adoption of the non-mandatory requirements
Schedule V of the Listing Regulations.
The Company has complied with all the mandatory
requirements of Corporate Governance as per SEBI (LODR) The disclosures of the compliance with Corporate
Regulations, 2015 and is in the process of implementing Governance requirements specified in Regulation 17
the non-mandatory requirements. to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 of Listing Regulations are as follows:

Regulations Particulars of Regulations Compliance Status Yes/No

17 Board of Directors Yes
18 Audit Committee Yes
19 Nomination and Remuneration Committee Yes
20 Stakeholders Relationship Committee Yes
21 Risk Management Committee N.A.
22 Vigil Mechanism Yes
23 Related Party Transactions Yes
24 Corporate Governance requirements with respect to Yes
subsidiary of listed entity
25 Obligations with respect to Independent Directors Yes
26 Obligations with respect to Directors and Senior Yes
Management
27 Other Corporate Governance requirements Yes
46 (2)(b) to (i) Functional Website Yes

Auditors’ Certificate on Corporate Governance entitled to claim reimbursement of the expenses

As required by Schedule V of the SEBI (Listing incurred in this regard and other office facilities.
Obligations and Disclosure Requirements) Regulation, b) No modified opinion has been expressed on
2015, the Certificate on Corporate Governance issued the financial statements for the year ended
by Statutory Auditor is annexed to the Board’s report. 31 March 2018 by the Statutory Auditor of the
Discretionary requirements Company.

Compliance status with Discretionary requirements d) The Company has appointed separate persons
is as under: on the posts of Chairperson and Managing
Director.
a) The Chairperson/Chief Executive Officer and
Managing Director of the Company are entitled e) The Internal Auditor directly provides its report
to the Audit Committee.
112-252

to seek any advice and consultancy in relation

to the performance of his duties and is also
Financial Section
25-111
Statutory Reports
 90 Annual Report 2017-18
20-21

ANNEXURE E
CORPORATE GOVERNANCE REPORT (Contd.)
Our Leadership Team

To
The Board of Directors
Amber Enterprises India Limited

Sub : Compliance Certificate in terms of Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
18-19

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 2018 and to the best of our knowledge and belief :
Chairman and CEO’s Perspective

(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. To the best of our knowledge and belief, no transactions entered into by the Company during financial year ended
31 March 2018 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 and disclosed to the Auditors
1-24

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 have been taken or propose to take to rectify such deficiencies.
Corporate Overview

D. We have indicated to the Auditors and the Audit committee

(1) Significant changes in Internal Control over financial reporting during the year ended 31 March 2018;
(2) Significant changes in accounting policies during the year ended 31 March 2018 and that the same have been
disclosed in the notes to the financial statements; and
(3) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial
reporting.

For Amber Enterprises India Limited

(Jasbir Singh) (Sudhir Goyal)
Chairman and Chief Executive Officer Chief Financial Officer
DIN:- 00259632

DECLARATION BY CHAIRMAN AND CHIEF EXECUTIVE OFFICER (REGULATION 34(3) READ WITH SCHEDULE V (PART D)
OF THE LISTING REGULATIONS

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 put on the website of the Company viz. www.ambergroupindia.com.
It is further confirmed that all the Directors and Senior Management have affirmed their compliance with the Code for the
year ended 31 March 2018.

For and on behalf of the Board of Directors

For Amber Enterprises India Limited
(Jasbir Singh)
Date : 7 August 2018 Chairman and Chief Executive Officer
Place : Gurugram DIN : 00259632
 Amber Enterprises India Limited 91

ANNEXURE F
INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of Amber Enterprises India Limited
1. This certificate is issued in accordance with the terms of our engagement letter 10 January 2018 and addendum
thereto dated 4 August 2018 with Amber Enterprises India Limited (‘the Company’).
2. We have examined the compliance of conditions of corporate governance by the Company for the year ended on
31 March 2018, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and
E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’).

Management’s Responsibility
3. The compliance of conditions of corporate governance is the responsibility of the management. This responsibility
includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance
with the conditions of corporate governance as stipulated in the Listing Regulations.

Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the
form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated
in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted
by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
5. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing
Standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered
Accountants of India (‘ICAI’), and Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI
which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related
Services Engagements.

Opinion
7. Based on the procedures performed by us and to the best of our information and according to the explanations provided
to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance
as mentioned in paragraph 2 of this report during the year ended 31 March 2018.
We 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.

Restriction on use
8. This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for
any other purpose.

For Walker Chandiok & Co LLP

Chartered Accountants
112-252

Firm Registration No. 001076N/N500013

Sumit Mahajan
Financial Section

Place: Gurugram Partner

Date: 7 August 2018 Membership No.: 504822
25-111
Statutory Reports
 92 Annual Report 2017-18

ANNEXURE G
20-21
Our Leadership Team

FORMAT FOR THE ANNUAL REPORT ON CSR PROJECTS TO BE INCLUDED IN THE BOARD’S REPORT

1. Brief outline of the company's : Brief Outline of the Company’s CSR Policy
CSR policy, including overview of Your Company has a value system of giving back to society and improving
projects or programs proposed to life of the people and the surrounding environment. Since its inception your
be undertaken and a reference to Company has been a socially responsible corporate making investment
the web-link to the CSR policy and in the community which goes beyond any mandatory legal and statutory
18-19

projects or programs requirements.

Your Company believes in corporate excellence and social welfare. The
Company’s CSR initiatives are inspired by the opportunity to contribute
Chairman and CEO’s Perspective

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 Projects or Programs Proposed to be Undertaken
During the year under review, the Company has undertaken many initiatives
beyond business with the aim for inclusive development. These included
1-24

contributions towards development of sanitation facilities, making available

clean drinking water facilities, improving availability of health care facilities,
development of Civil Hospital, promoting/ sponsoring education in
Corporate Overview

economically and educationally backward areas of various parts of country,

sponsoring Skill Development Initiatives, woman empowerment program and
construction of sports stadium along with supporting organizations engaged
in promotion of rural sports,.
In accordance with the Act, your Company has committed 2% (Profit Before
Tax) annually towards CSR initiatives.
During the year, your Company has spent ` 1,18,82,135/- (Rupees One Crore
Eighteen Lakh Eighty Two Thousand One Hundred Thirty Five Only) on CSR
Projects.
Weblink
The CSR policy including overview of projects or program proposed to be
undertaken is available on the Company’s website through the Web-link:
http://www.ambergroupindia.com/code-and-policies.
2. The Composition of the CSR : The CSR Committee of the Board comprises of following Members:
Committee Ms. Sudha Pillai : Chairperson
Mr. Jasbir Singh : Member
Mr. Daljit Singh : Member
Mr. Manoj Kumar Sehrawat : Member
Also stated in Corporate Governance Report.
3. Average net profit of the company for : ` 34,31,32,188/- (Rupees Thirty Four Crore Thirty One Lakh Thirty Two
last three financial years Thousand One Hundred Eighty Eight Only)
 Amber Enterprises India Limited 93

ANNEXURE G (Contd.)

4. Prescribed CSR Expenditure (two per : ` 1,18,00,000/- (Rupees One Crore Eighteen Lakh Only), approved by the
cent of the amount as in item 3 above) Board of Directors on recommendation made by CSR Committee Members.
However, on the basis of the average net profit of the Company for the
preceding three financial years, amount of ` 68,62,644/- (Rupees Sixty Eight
Lakh Sixty Two Thousand Six Hundred Forty Four Only) was required to be
spent by the Company in the Financial Year 2017 -18. Further, at the Board
Meeting held on 25 August 2017 Board decided and approved to carry forward
the unspent amount of ` 48,76,950/- (Rupees Forty Eight Lakh Seventy Six
Thousand Nine Hundred Fifty Only) to the budget of Financial Year 2017 – 18.
Cumulative CSR budget after taking the previous year unspent amount arrived
at ` 1,17,39,594/-. (Rupees One Crore Seventeen Lakh Thirty Nine Thousand
Five Hundred Ninety Four Only) which was rounded off to ` 1,18,00,000/-
(Rupees One Crore Eighteen Lakh Only).
5. Details of CSR spent during the :
financial year :
a) Total amount to be spent for the ` 1,18,00,000/- (Rupees One Crore Eighteen Lakh Only)
financial year
b) Amount unspent, if any NIL
c) Manner in which the amount spent Details are mentioned below
during the financial year is detailed
below:

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

Projects or Amount spent on
programs the projects or
(1) Local programs
area or other Sub – heads:
(2) Specify (1) Direct
the State and Amount spent :
district where Amount outlay Expenditure Cumulative Direct or
Sector in which projects or (budget) on projects or expenditure up through
S. CSR project or activity the project is programs was project or programs. to the reporting implementing
No. identified covered undertaken programs wise (2) Overheads period agency
1. Development of Preventing and Rajpura, ` 29,00,000/- ` 29,01,414/- ` 29,01,414/- Direct
Sanitation facilities in Promoting Health Jhajjar, Implementation
Schools/ Institutes along Care, Sanitation Ghaziabad, and through
with providing clean water And Making Noida, implementing
facilities and imparting Available Safe Dehradun agency –
training on cleanliness. Drinking Water 1. Nishkam
Sewa Society;
2. Lalwala
construction
and trading
company
2. To develop, renovate Preventing and Rajpura ` 29,00,000/- ` 29,47,650/- ` 29,47,650/- Nishkam Sewa
and maintain, a Civil Promoting Health Society
Hospital namely A.P. Jain Care
112-252

Civil Hospital located in

Rajpura which caters to
the health service needs
Financial Section

of approx. 170 village

around Rajpura
3. Enhancement of vocation Promoting Noida, Greater ` 26,24,850/- ` 26,24,850/- ` 26,24,850/- S&S Care Skills
skills through Skill Education – Noida Academy
Development programmes Vocational Skill Private Limited
Development and Direct
Implementation
25-111
Statutory Reports
 94 Annual Report 2017-18
20-21

ANNEXURE G (Contd.)
Our Leadership Team

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

Projects or Amount spent on
programs the projects or
(1) Local programs
area or other Sub – heads:
(2) Specify (1) Direct
the State and Amount spent :
18-19

district where Amount outlay Expenditure Cumulative Direct or

Sector in which projects or (budget) on projects or expenditure up through
S. CSR project or activity the project is programs was project or programs. to the reporting implementing
Chairman and CEO’s Perspective

No. identified covered undertaken programs wise (2) Overheads period agency
4. Encouraging and Promoting Noida ` 15,00,000/- ` 9,08,221/- ` 9,08,221/- Foster
enables government Education and Forge
school teachers to learn Foundation
innovative teaching
practices.
Lead innovation in their
classroom.
- Share stories, lessons,
and community action.
- Build a community of
1-24

change agents’ teachers,

children and parents.
Corporate Overview

5. Encouraging Art shows, Promoting Chandigarh ` 5,00,000/- ` 5,00,000/- ` 5,00,000/- Artscapes

art activities, events, Gender Equality Foundation
seminars, camps and and Women
workshops in the areas of Empowerment
art development
6. Construction of Sports Construction of Rajpura ` 20,00,000 /- ` 20,00,000 /- ` 20,00,000 /- MCF Banur
Stadium in Banur Distt. Sports Stadium For Stadium
SAS Nagar, providing and Training to Complex
sports equipment. promote rural
sports, nationally
recognised sports,
Paralympic sports
and Olympic sports

6. In case the company has failed : Not applicable in view of para 5(b) above.
to spend the two per cent of the
average net profit of the last three
financial years or any part thereof, the
company shall provide the reasons
for not spending the amount in its
Board report.
7. A responsibility statement of the CSR : The implementation and monitoring of CSR projects are in compliance with
Committee that the implementation CSR objectives and Policy of the Company.
and monitoring of CSR Policy, is in
compliance with CSR objectives and
Policy of the company.

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India)
Private Limited)
(Daljit Singh) (Sudha Pillai)
Place : Gurugram Managing Director Chairperson of CSR Committee
Date : 7 August 2018 DIN:- 02023964 DIN:- 02263950
 Amber Enterprises India Limited 95

ANNEXURE H
FORM NO. MGT - 9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31 March 2018
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : L28910PB1990PLC010265
ii) Registration Date : 2 April 1990
iii) Name of the Company : Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India) Private Limited)
iv) Category/Sub Category of Company : Company Limited by Shares
v) Address of the Registered Office and : C – 1, Phase – II, Focal Point, Rajpura Town – 140 401, Punjab
Contacts Details Tel : 01762 - 232126
Fax : 01762 - 232127
Email: [email protected]
Website:- www.ambergroupindia.com
vi) Whether Listed Company : Yes / No
vii) Name, Address and Contact details : Karvy Computershare Private Limited
of Registrar and Transfer Agent, if Registered Office : Karvy House, 46 Avenue 4, Street No.1, Banjara Hills,
any Hyderabad – 500 034
Corporate Office: Karvy Selenium
Tower B, Plot Number 31 and 32,
Financial District, Nanakramguda, Gachibowli, Hyderabad, 500 032
Contact Details : [email protected]
T: + 91 40 67162222/ 33211000

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sl. NIC Code of the Product/ % to total turnover of the

No. Name and Description of main products / services service Company
i) Air Conditioners – Window Air Conditioners, Split Air 28192 99.61%
Conditioners, Air conditioners – Outdoor Unit(AC - ODU), Air
conditioners – Indoor Unit (AC - IDU))

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Holding/
Sl. Name and Address of the Subsidiary/ Applicable
No. Company CIN/GLN Associate % of shares held Section
i) PICL (India) Private Limited U74899DL1994PTC061471 Wholly Owned 100% Section 2(87)
112-252

Registered Office: KH. No. Subsidiary

845/2 and 847/2, 2nd Floor,
M.G Road Village Ghitorni,
Financial Section

New Delhi 110047

ii) Appserve Appliance Private U29308PB2017PTC047239 Wholly Owned 100% Section 2(87)
Limited Subsidiary
Registered Office: C- 2, Phase
II Focal Point Rajpura Patiala
140401, Punjab
25-111

iii) IL JIN Electronics (India) U31909DL2001PTC112387 Subsidiary 70% Section 2(87)

Private Limited
Registered Office :
Statutory Reports

F. No. 5, 109/2A Buddha

Appartments C Colony, New
Delhi 110007
 Corporate Overview 1-24 Chairman and CEO’s Perspective 18-19 Our Leadership Team 20-21

ANNEXURE H (Contd.)
96

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

i) Category – Wise Share Holding

No. of Shares held at the beginning of the year (As on No. of Shares held at the end of the year % change
Category of Shareholders 01.04.2017) (As on 31.03.2018) during the year
Demat Physical Total % of Total Demat Physical Total % of Total
Annual Report 2017-18

Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 1,23,86,720 - 1,23,86,720 52.02% 1,31,26,560 - 1,31,26,560 41.74% -10.28%
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub – Total (A) (1): 1,23,86,720 - 1,23,86,720 52.02% 1,31,26,560 - 1,31,26,560 41.74% -10.28%
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any Other…. - - - - - - - - -
Sub – Total (A) (2):- - - - - - - - - -
Total Shareholding of Promoter (A) = (A) 1,23,86,720 - 1,23,86,720 52.02% 1,31,26,560 - 1,31,26,560 41.74% -10.28%
(1) + (A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - 15,38,424 - 15,38,424 4.89% +4.89%
b) Banks/ FI - - - - 1,14,842 - 1,14,842 0.37% +0.37%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - 2,99,361 - 2,99,361 0.95% +0.95%
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub – Total (B) (1):- - - - - 19,52,627 - 19,52,627 6.21% +6.21%
2. Non - Institutions
a) Bodies Corp
ANNEXURE H (Contd.)

No. of Shares held at the beginning of the year (As on No. of Shares held at the end of the year % change
Category of Shareholders 01.04.2017) (As on 31.03.2018) during the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
i) Indian - - - - 11,31,332 - 11,31,332 3.59% +3.59%
ii) Overseas 99,20,041 - 99,20,041 41.67 % 65,77,639 - 65,77,639 20.92% -20.75%
b) Individuals - - - - - - - - -
i) Individual shareholders holding nominal - - - - 16,89,767 6 16,89,767 5.37% +5.37%
share capital upto ` 1 Lakh
ii) Individual 10,46,264 4,56,800 15,03,064 6.31% 7,59,602 - 7,59,602 2.42% -3.89%
Shareholders holding nominal share
capital in excess of ` 1 Lakh
iii) Others (specify) - - - - 62,09,007 - 62,09,007 19.75% +19.75%
Clearing Members - - - - 39,580 - 39,580 0.13% +0.13%
Employees - - - - 1,40,899 - 1,40,899 0.45% +0.45%
Foreign Portfolio Investors - - - - 30,90,091 - 30,90,091 9.83% +9.83%
HUF - - - - 98,662 - 98,662 0.31% +0.31%
Foreign Bodies - - - - 9,99,197 - 9,99,197 3.18% +3.18%
NBFC - - - - 17 - 17 0.00% +0.00%
Non Resident Indians - - - - 3,975 - 3,975 0.01% +0.01%
NRI Non –Repatriation - - - - 1,618 - 1,618 0.01% +0.01%
Promoter Group - - - - 7,08,867 - 7,08,867 2.25% +2.25%
Trusts - - - - 11,26,101 - 11,26,101 3.58% +3.58%
Sub –Total (B) (2):- 1,09,66,305 4,56,800 1,14,23,105 47.98% 1,63,67,347 6 1,63,67,353 82.05 +4.07%
Total Public Shareholding (B)= (B)(1) + 1,09,66,305 4,56,800 1,14,23,105 47.98% 1,83,19,974 6 1,83,19,980 88.26% +10.78
(B)(2)
C. Shares held by Custodian for GD ` & - - - - - - - - -
ADRs
Grand Total (A+B+C) 2,33,53,025 4,56,800 2,38,09,825 100% 3,14,46,534 6 3,14,46,540 100.00% +0.5%
Amber Enterprises India Limited
97

Statutory Reports 25-111 Financial Section 112-252

 98 Annual Report 2017-18
20-21

ANNEXURE H (Contd.)
Our Leadership Team

(ii) Shareholding of Promoters

Sl. Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year
No. Name (As on 01.04.2017) (As on 31.03.2018)
No. of % of total % of Share No. of % of total % of Share % change in
Shares Shares Pledged/ Shares Shares Pledged/ shareholding
of the encumbered of the encumbered during the
18-19

Company to total Company to total year

shares shares
1. Mr. Jasbir Singh 66,85,840 28.08% 0% 70,55,760 22.44% 0% -5.64%
Chairman and CEO’s Perspective

2. Mr. Daljit Singh 57,00,880 23.94% 0% 60,70,800 19.31% 0% -4.63%

Total 1,23,86,720 52.02% 0% 1,31,26,560 41.75% 0% -10.27%
iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Mr. Jasbir Singh

Cumulative Shareholding during the
Sl. Shareholding at the beginning of the year
No. year (As on 01.04.2017) (01.04.2017 to 31.03.2018)
No. of Shares % of total shares No. of Shares % of total shares
1-24

of the Company of the Company

1 At the beginning of the year (As on 66,85,840 28.08% 66,85,840 28.08%
01.04.2017)
Corporate Overview

Shares sold on 08.09.2017 100 28.08% 66,85,740 28.08%

Equity Shares
were transferred
by Promoter i.e.
Mr. Jasbir Singh
to his Spouse in
order to increase
no. of members
of the Company
Shares purchased on 07.12.2017 10,53,515 29.86% 77,39,255 29.86%
Equity Shares
were transferred
by Ascent
Investment
Holdings Pte.
Ltd. to Mr. Jasbir
Singh pursuant to
letter agreement
dated 26
September 2017.
Shares purchased on 22.12.2017 47,500 30.05% 77,86,755 30.05%
Equity Shares
were transferred
by
Ascent
Investment
Holdings Pte.
Ltd. to Mr. Jasbir
Singh pursuant
letter agreement
dated 26
September 2017.
Shares sold in the IPO on 25.01.2018 7,27,590 22.44% *70,55,760 22.44%
Offer for Sale

At the End of the year (As on 31.03.2018) *70,55,760 22.44% *70,55,760 22.44%
*3,405 equity shares were transferred to ESCROW account by the Promoter in the Initial Public Offer of the Company.
 Amber Enterprises India Limited 99

ANNEXURE H (Contd.)

Mr. Daljit Singh

Cumulative Shareholding during the
Sl. Shareholding at the beginning of the year
No. year (As on 01.04.2017) (01.04.2017 to 31.03.2018)
No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
At the beginning of the year (As on 57,00,880 23.94% 57,00,880 23.94%
01.04.2017)
Shares sold on 08.09.2017 100 23.94% 57,00,780 23.94%
Equity Shares
were transferred
by Promoter i.e.
Mr. Daljit Singh
to his Spouse in
order to increase
no. of members
of the Company
Shares purchased on 07.12.2017 10,53,515 26.06% 67,54,295 26.06%
Equity Shares
were transferred
by
Ascent
Investment
Holdings Pte. Ltd.
to Mr. Daljit Singh
pursuant to letter
agreement dated
26 September
2017.
Shares purchased on 22.12.2017 47,500 26.24% 68,01,795 26.24%
Equity Shares
were transferred
by
Ascent
Investment
Holdings Pte. Ltd.
to Mr. Daljit Singh
pursuant letter
agreement dated
26 September
2017.
Shares sold in the IPO on 25.01.2018 7,27,590 19.31% *60,70,800 19.31%
Offer for Sale
At the End of the year (As on 31.03.2018) *60,70,800 19.31% *60,70,800 19.31%
*3,405 equity shares were transferred to ESCROW account by the Promoter in the Initial Public Offer of the Company.
112-252
Financial Section
25-111
Statutory Reports
 100 Annual Report 2017-18
20-21

ANNEXURE H (Contd.)
Our Leadership Team

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Cumulative Shareholding
Shareholding at the Increase / during the year
Sl. For Each of the Top 10 beginning of the year (As Decrease in (01.04.2017 to
No. Shareholders Date on 01.04.2017) Share holding 31.03.2018)
No. of % of total No. of % of total
18-19

Shares shares Shares shares

of the of the
Company Company
Chairman and CEO’s Perspective

1. Kirpal Singh
At the beginning of the year (As 01.04.2017 4,56,800 1.92% Nil 4,56,800 1.92%
on 01.04.2017)
Date wise Increase / Decrease in 13.12.2017 65,77,639 20.91% -74,940 3,81,860 1.47%
Promoters Shareholding during (Transferred
the year specifying the reasons of Shares)
for increase / decrease (e.g.
Allotment / transfer / bonus /
sweat equity etc.):
22.12.2017 2,99,973 1.16% -81,887 2,99,973 1.16%
1-24

(Transferred
of Shares)
03.01.2018 99,991 0.32% 1,99,982 99,991 0.32%
Corporate Overview

(Gift of shares
to family
members)
At the End of the year (or 31.03.2018 99,991 0.32% 99,991 0.32%
on the date of separation, if
separated during the year (As on
31.03.2018)
2. Ascent Investment Holdings Pte. Ltd.
At the beginning of the year (As 01.04.2017 99,20,041 43.58% Nil 99,20,041 43.58%
on 01.04.2017)
Date wise Increase / Decrease in 02.12.2017 1,20,27,071 46.41% +21,07,030 1,20,27,071 46.41%
Promoters Shareholding during (10 CCDS
the year specifying the reasons converted into
for increase / decrease (e.g. Equity Shares)
Allotment / transfer / bonus /
sweat equity etc.):
07.12.2017 99,20,041 38.28% -21,07,030 99,20,041 38.28%
Transferred to
promoters
12.12.2017 89,20,844 34.42% -9,99,197 89,20,844 34.42%
Transferred to
third parties

13.12.2017 66,72,639 25.75% -22,48,205 66,72,639 25.75%

Transferred to
third parties
22.01.2018 65,77,639 20.92% - 95,000 65,77,639 20.92%
Transferred to
Promoters)
At the End of the year (or 31.03.2018 65,77,639 20.92% 65,77,639 20.92%
on the date of separation, if
separated during the year(As on
31.03.2018)
 Amber Enterprises India Limited 101

ANNEXURE H (Contd.)

Cumulative Shareholding
Shareholding at the Increase / during the year
Sl. For Each of the Top 10 beginning of the year (As Decrease in (01.04.2017 to
No. Shareholders Date on 01.04.2017) Share holding 31.03.2018)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
3. Edelweiss Alternative Investment Opportunities Trust - Edelweiss Crossover Opportunities Fund
At the beginning of the year (As - - - - - -
on 01.04.2017)
Date wise Increase / Decrease in 13.12.2017 - - +11,24,101 11,24,101 3.57%
Promoters Shareholding during (Purchased
the year specifying the reasons from Private
for increase / decrease (e.g. Equitypartner)
Allotment / transfer / bonus /
sweat equity etc.):
At the End of the year (or 31.03.2018 11,24,101 3.57% - 11,24,101 3.57%
on the date of separation, if
separated during the year(As on
31.03.2018)
4. Goldman Sachs India Limited
At the beginning of the year - - - - - -
(As on 01.04.2017)
Date wise Increase / Decrease in 25.01.2018 - - 140,470 140,470
Promoters Shareholding during (Allotment in
the year specifying the reasons IPO)
for increase / decrease (e.g.
Allotment / transfer / bonus /
sweat equity etc.):
As per - - +561,932 702,402 2.23%
Benpos (Purchased
dated from market)
02.02.2018
As per - - +1,12,317 8,14,719 2.59%
Benpos (Purchased
dated from market)
09.02.2018
At the End of the year (or 31.03.2018 8,14,719 2.59% 8,14,719 2.59%
on the date of separation, if
separated during the year(As on
31.03.2018)
5. Goldman Sachs Funds - Goldman Sachs Growth & Emerging Markets Broad Equity Portfolio
At the beginning of the year - - - - - -
(As on 01.04.2017)
Date wise Increase / Decrease in 25.01.2018 - - 7,677 7,677 -
Promoters Shareholding during (Allotment in
112-252

the year specifying the reasons IPO)

for increase / decrease (e.g.
Allotment / transfer / bonus /
Financial Section

sweat equity etc.):

As per - - +6,29,237 6,36,914 2.02%
Benpos (Purchased
dated from market)
02.02.2018
As per - - +1,25,772 7,62,686 2.43%
25-111

Benpos (Purchased
dated from market)
09.02.2018
Statutory Reports
 102 Annual Report 2017-18
20-21

ANNEXURE H (Contd.)
Our Leadership Team

Cumulative Shareholding
Shareholding at the Increase / during the year
Sl. For Each of the Top 10 beginning of the year (As Decrease in (01.04.2017 to
No. Shareholders Date on 01.04.2017) Share holding 31.03.2018)
No. of % of total No. of % of total
Shares shares Shares shares
18-19

of the of the
Company Company
At the End of the year (or on the 31.03.2018 7,62,686 2.43% 7,62,686 2.43%
date of separation, if separated
Chairman and CEO’s Perspective

during the year(As on 31.03.2018)

6. Kartar Singh
At the beginning of the year - 10,46,264 4.39% 10,46,264 4.39%
(As on 01.04.2017)
Date wise Increase / Decrease in 11.12.2017 - - -260,000 7,86,264 3.03%
Promoters Shareholding during (Transferred
the year specifying the reasons to third
for increase / decrease (e.g. parties)
Allotment / transfer / bonus /
sweat equity etc.):
1-24

15.12.2017 -14,398 7,71,866 2.98%

(Transferred
Corporate Overview

to third
parties)
21.12.2017 -63,199 708,667 2.73%
(Transferred
to third
parties)
At the End of the year (or 31.03.2018 708,667 2.25% 708,667 2.25%
on the date of separation, if
separated during the year(As on
31.03.2018)
7. Aadi Financial Advisors LLP
At the beginning of the year - - - - - -
(As on 01.04.2017)
Date wise Increase / Decrease in 13.12.2017 - - 499,602 4,99,602 1.93%
Promoters Shareholding during (Purchased
the year specifying the reasons from Private
for increase / decrease (e.g. Equity
Allotment / transfer / bonus / partner)
sweat equity etc.):
As per - - 9,325 5,08,927 1.62%
Benpos (Purchased
dated from market)
02.02.2018
At the End of the year (or 31.03.2018 5,08,927 1.62% - 5,08,927 1.62%
on the date of separation, if
separated during the year(As on
31.03.2018)
8. Kotak Funds - India Midcap Fund
At the beginning of the year - - - 17,592 17,592 -
(As on 01.04.2017) (Allotment in
IPO)
Date wise Increase / Decrease in As per - - +490,290 507,882 1.61%
Promoters Shareholding during Benpos (Purchased
the year specifying the reasons dated from market)
for increase / decrease (e.g. 02.02.2018
Allotment / transfer / bonus /
sweat equity etc.):
 Amber Enterprises India Limited 103

ANNEXURE H (Contd.)

Cumulative Shareholding
Shareholding at the Increase / during the year
Sl. For Each of the Top 10 beginning of the year (As Decrease in (01.04.2017 to
No. Shareholders Date on 01.04.2017) Share holding 31.03.2018)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
As per - - +716 5,08,598 1.62%
Benpos (Purchased
dated from market)
16.02.2018
At the End of the year (or on the 31.03.2018 5,08,598 1.62% - 5,08,598 1.62%
date of separation, if separated
during the year(As on 31.03.2018)
9. DF International Private Partners
At the beginning of the year (As - - - - - -
on 01.04.2017)
Date wise Increase / Decrease in 13.12.2017 - - 499,602 4,99,602 1.93%
Promoters Shareholding during (Purchased
the year specifying the reasons from Private
for increase / decrease (e.g. Equity
Allotment / transfer / bonus / partner)
sweat equity etc.):
At the End of the year (or on the 31.03.2018 4,99,602 1.59% 4,99,602 1.59%
date of separation, if separated
during the year(As on 31.03.2018)
10. Akash Bhanshali
At the beginning of the year (As - - - -
on 01.04.2017)
Date wise Increase / Decrease in 13.12.2017 - - 499,602 4,99,602 1.93%
Promoters Shareholding during (Purchased
the year specifying the reasons from Private
for increase / decrease (e.g. Equity
Allotment / transfer / bonus / partner)
sweat equity etc.):
At the End of the year (or on the 31.03.2018 4,99,602 1.59% - 4,99,602 1.59%
date of separation, if separated
during the year(As on 31.03.2018)
11. GMO Emerging Domestic Opportunities Fund, A Series
At the beginning of the year - - - -
(As on 01.04.2017)
Date wise Increase / Decrease in 13.12.2017 - - 499,595 499,595 1.93%
Promoters Shareholding during (Purchased
the year specifying the reasons from Private
for increase / decrease (e.g. Equity
112-252

Allotment / transfer / bonus / partner)

sweat equity etc.):
At the End of the year (or on the 31.03.2018 499,595 1.59% 499,595 1.59%
date of separation, if separated
Financial Section

during the year(As on 31.03.2018)

25-111
Statutory Reports
 104 Annual Report 2017-18
20-21

ANNEXURE H (Contd.)
Our Leadership Team

(v) Shareholding of Directors and Key Managerial Personnel:

Cumulative Shareholding
Shareholding at the Increase / during the year
Sl. For Each of the Top 10 Date of beginning of the year (As Decrease in (01.04.2017 to
No. Shareholders Transaction on 01.04.2017) Share holding 31.03.2018)
% of total % of total
18-19

shares shares
For Each of the Directors and No. of of the No. of of the
KMP Shares Company Shares Company
Chairman and CEO’s Perspective

1 Jasbir Singh
At the beginning of the year 01.04.2017 66,85,840 28.08% 01.o4.2017 66,85,840
Date wise Increase / Decrease 08.09.2017 - - -1 00 66,85,740 25.80%
in Shareholding during the (Transferred
year specifying the reasons to Spouse
for increase / decrease (e.g. in order to
Allotment / transfer / bonus / increase no.
sweat equity etc.): of members)
07.12.2017 - - +10,53,515 77,39,255 29.86%
Purchased
1-24

from Ascent
Investment
Holdings Pte.
Corporate Overview

Ltd.
22.12.2017 - - +47,500 77,86,755 30.05%
Purchased
from Ascent
Investment
Holdings Pte.
Ltd.
25.01.2018 - - -7,27,590 70,55,760 22.44%
(Offer for sale
in IPO)
*(3,405
excess shares
of promoters
were
transferred
to escrow
account)
At the End of the year 31.03.2018 70,55,760 22.44% 70,55,760 22.44%
2 Daljit Singh
At the beginning of the year 01.o4.2017 57,00,880 23.94% - 57,00,880 23.94%
Date wise Increase / Decrease 08.09.2018 - - -1 00 57,00,780 22.00%
in Shareholding during the (Transferred
year specifying the reasons to Spouse
for increase / decrease (e.g. in order to
Allotment / transfer / bonus / increase no.
sweat equity etc.): of members)
07.12.2017 - - +10,53,515 67,54,295 26.06%
Purchased
from Ascent
Investment
Holdings Pte.
Ltd.
22.12.2017 - - +47,500 68,01,795 26.24%
Purchased
from Ascent
Investment
Holdings Pte.
Ltd.
 Amber Enterprises India Limited 105

ANNEXURE H (Contd.)

Cumulative Shareholding
Shareholding at the Increase / during the year
Sl. For Each of the Top 10 Date of beginning of the year (As Decrease in (01.04.2017 to
No. Shareholders Transaction on 01.04.2017) Share holding 31.03.2018)
% of total % of total
shares shares
For Each of the Directors and No. of of the No. of of the
KMP Shares Company Shares Company
25.01.2018 - - -7,27,590 60,70,800 19.31%
(Offer for sale
in IPO)
*(3,405
excess
shares were
transferred
to escrow
account)
At the End of the year 31.03.2018 60,70,800 19.31% 60,70,800 19.31%
3. Mr. Sanjay Arora
At the beginning of the year - -
Date wise Increase / Decrease 25.01.2018 - - 629 629 0.0020%
in Shareholding during the (Allotment
year specifying the reasons in IPO in
for increase / decrease (e.g. employees’
Allotment / transfer / bonus / reservations)
sweat equity etc.):
At the End of the year 31.03.2018 629 0.0020% - 629 0.0020%
4. Mr. Udaiveer Singh
At the beginning of the year - -
Date wise Increase / Decrease 25.01.2018 - - 629 629 0.0020%
in Shareholding during the (Allotment
year specifying the reasons in IPO in
for increase / decrease (e.g. employees’
Allotment / transfer / bonus / reservations)
sweat equity etc.):
At the End of the year 31.03.2018 629 0.0020% - 629 0.0020%
5. Mr. Sachin Gupta
At the beginning of the year - -
Date wise Increase / Decrease 25.01.2018 - - 629 629 0.0020%
in Shareholding during the (Allotment
year specifying the reasons in IPO in
for increase / decrease (e.g. employees’
Allotment / transfer / bonus / reservations)
sweat equity etc.):
At the End of the year 31.03.2018 629 0.0020% - 629 0.0020%
6. Mr. Sudhir Goyal
At the beginning of the year - -
112-252

Date wise Increase / Decrease 25.01.2018 - - 629 629 0.0020%

in Shareholding during the (Allotment
Financial Section

year specifying the reasons in IPO in

for increase / decrease (e.g. employees’
Allotment / transfer / bonus / reservations)
sweat equity etc.):
At the End of the year 31.03.2018 629 0.0020% - 629 0.0020%
25-111
Statutory Reports
 106 Annual Report 2017-18
20-21

ANNEXURE H (Contd.)
Our Leadership Team

Cumulative Shareholding
Shareholding at the Increase / during the year
Sl. For Each of the Top 10 Date of beginning of the year (As Decrease in (01.04.2017 to
No. Shareholders Transaction on 01.04.2017) Share holding 31.03.2018)
% of total % of total
shares shares
18-19

For Each of the Directors and No. of of the No. of of the

KMP Shares Company Shares Company
7. Ms. Konica Yadav
Chairman and CEO’s Perspective

At the beginning of the year - -

Date wise Increase / Decrease 25.01.2018 - - 629 629 0.0020%
in Shareholding during the (Allotment
year specifying the reasons in IPO in
for increase / decrease (e.g. employees’
Allotment / transfer / bonus / reservations)
sweat equity etc):
19.02.2018 323 306 0.0010%
(Off Market
Sale)
1-24

15.03.2018 150 (Market 156 0.0004%

Sale)
At the End of the year 31.03.2018 156 0.0004% 156 0.0004%
Corporate Overview

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

( ` in Lakh)
Secured Loans Unsecured
excluding deposits Loans Deposits Total Indebtedness
Indebtedness at the beginning of the 34,671.86 3,232.64 - 37,904.50
financial year (As on 01.04.2017)
i) Principal Amount 34,477.88 3,232.64 - 37,710.52
ii) Interest due but not paid - -
iii) Interest accrued but not due 193.98 - - 193.98
Total (i+ii+iii) 34,671.86 - - 37,904.50
Change in Indebtedness during the
financial year
Additions 4,492.36 - - 4,492.36
Reduction (34,099.39) (3,232.64) - (37,332.03)
Net Change (29,607.03) 3,232.64 - 41,824.39
Indebtedness at the end of the financial 5,064.83 - - 5,064.83
year (as on 31.03.2018)
i) Principal Amount 5,030.52 - - 5,030.52
ii) Interest due but not paid - - -
iii) Interest accrued but not due 34.31 - - 34.31
Total (i+ii+iii) 5,064.83 - - 5,064.83
 Amber Enterprises India Limited 107

ANNEXURE H (Contd.)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(Amt in `)
Sl. Total Amount
No.Particulars of Remuneration Name of MD/WTD/Manager (Per Annum)
Mr. Kartar
Singh
Mr. Jasbir (Whole Time
Singh Mr. Daljit Singh Director upto
1. Gross salary Director (MD) 25.08.2017)
(a) Salary as per provisions contained in ` 1,29,60,000 ` 1,15,20,000 ` 2,75,000 ` 2,47,55,000
Section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax - - -
Act, 1961
(c) Profits in lieu of salary under Section 17(3) - - -
Income-tax Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
- as % of profit
- others, specify…
5. Others, please specify - - -
Total (A) ` 1,29,60,000 ` 1,15,20,000 ` 2,75,000 ` 2,47,55,000
6. Ceiling as per the Act 1. ` 4,57,11,304 (being 11% of the net profits of the Company
calculated as per Section 198 of the Act);
2. ` 4,15,55,731 (being 10% of the net profits of the Company
calculated as per Section 198 of the Act);
3. ` 2,07,77,865 (being 5% of the net profits of the Company
calculated as per Section 198 of the Act);
4. ` 1,24,66,719 (being 3% of the net profits of the Company
calculated as per Section 198 of the Act);
5. ` 41,55,573 (being 1% of the net profits of the Company
calculated as per Section 198 of the Act);
Note: *Salary does not include contribution to Provident Fund (PF).

B. Remuneration to other directors:

Total Amount
Per Annum
Sl. (Amount in
No.Particulars of Remuneration Name of Directors Rupees)
1. Independent Directors# Dr. Girish Kumar Ms. Sudha Pillai Mr. Satwinder ` 20,00,000
• Fee for attending board / committee Ahuja Singh
meetings ` 6,50,000 ` 6,50,000 ` 7,00,000
112-252

• Commission
• Others, please specify - -
-
Financial Section

-
Total (1) ` 6,50,000 ` 6,50,000 ` 7,00,000 ` 20,00,000
2. Other Non-Executive Directors - - - -
• Fee for attending board / committee meetings
• Commission
25-111

• Others, please specify

Total (2) - - - -
Total (B) = (1+2) ` 6,50,000 ` 6,50,000 ` 7,00,000
` 20,00,000
Statutory Reports

Total Managerial Remuneration (A+B) ` 2,67,55,000

Overall Ceiling as per the Act ` 4,57,11,304 (being 11% of the net profits of the Company calculated
as per Section 198 of the Act, 2013);
# Independent Directors were appointed at the Board Meeting held on 26 September 2017.
 108 Annual Report 2017-18
20-21

ANNEXURE H (Contd.)
Our Leadership Team

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

Sl. Particulars of
No.Remuneration Key Managerial Personnel
Ms. Konica
Yadav - Mr.
Company Udaiveer
Singh Mr. Sachin
18-19

Mr. Jasbir Secretary Mr. Mr. Sanjay

Singh and Sudhir Arora – (President Gupta
(Chairman Compliance Goyal - Director – RAC (VP – RAC Total
& CEO) Officer CFO Operations Operations) Operations) (Per Annum)
Chairman and CEO’s Perspective

1. Gross salary ` ` ` ` ` ` `
1,29,60,000 6,25,800 18,89,040 65,88,396 38,38,320 31,14,996 2,9016,552
(a) Salary as per -
provisions contained
in Section 17(1) of
the Income-tax Act,
1961
(b) Value of perquisites - - - -
u/s 17(2) Income-
tax Act, 1961
1-24

(c) Profits in lieu of - - - -

salary under Section
17(3) Income-tax
Corporate Overview

Act, 1961
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - - -
- As % of profit
- Others specify
5. Others, Please specify - - - -
Total ` ` ` ` ` ` `
1,29,60,000 6,25,800 18,89,040 65,88,396 38,38,320 31,14,996 2,90,16,552

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India)
Private Limited)
(Jasbir Singh) (Daljit Singh)
Place : Gurugram Director Managing Director
Date : 7 August 2018 DIN:- 00259632 DIN:- 02023964
 Amber Enterprises India Limited 109

ANNEXURE I
INFORMATION AS PER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013, READ WITH THE RULE 8(3) OF THE
COMPANIES (ACCOUNTS) RULES, 2014, AND FORMING PART OF THE BOARD REPORT FOR THE FINANCIAL YEAR ENDED
ON 31 MARCH 2018.

(A) Conservation of Energy

Your Company has considered sustainability as one of the strategic priorities and energy conservation is one of the
strong pillars for preserving natural resources and improving bottom line. Your Company is continuously striving towards
improving the energy performance in all areas. Your Company has always considered energy and natural resource
conservation as a focus area and has been consciously making efforts towards improving the energy performance year
on year.
Your Company ensures strict compliance with all the statutory requirements and has taken several sustainable steps
voluntarily to contribute towards better environment.

Few steps are listed below

• Conservation of natural resources like electricity, oil and fuel.
• Use of renewable energy in Manufacturing.
• Use of natural lighting and natural ventilation.
• Encouraging green building initiatives.
• Rain water harvesting, recycling and water conservation.
• Reduce, reuse, recycle of waste and eco-friendly waste disposal.
(i) Steps taken or impact on conservation of energy:
• Section wise energy meter installation and monitoring on daily basis to control the consumption.
• Power Factor Management – Energy Saving and also rebate in Maharashtra through maintaining power
factor of 0.98 ~1.00. Capacitor banks have been installed to improve power factor. Annual rebate of ` 3.6
Lakh (rebate only in Maharashtra).
• Installation of heater insulation jackets in moulding machined to reduced heat losses thus reduction in energy
consumption. Saving of ` 6.1 Lakh was made annually.
• Use of Nano chemical in degreasing tank of paint shop to lower the temperature from 60 degree to 48 degree
with yearly saving of ` 6.8 Lakh.
• VFD installation on major utilities and machines such as air compressors, PT line motors, grinders, vertical
expanders with total saving of ` 9 Lakh annually.
• AVR (Automatic Voltage regulator) installation to eliminate voltage fluctuation issue. Saving of ` 10.8 Lakh
was made annually.
• Hitachi Control box design change to reduce the number of machines and operation. Total annual saving of
` 5.6 Lakh was made.
112-252

• Tube lights have been changed into LEDs on shop floor and office area with annual saving of ` 4 Lakh.
• LDR Sensors for street lights for timely on off.
• Press dies shifted to lower tonnage of machines through bed size modifications (200 T to 160 T) thus reducing
Financial Section

electrical consumption of Press Shop in Kasna unit.

• Air leakage points identification and closure thus reducing Air compressor running.
Your Company believes in employee involvement for delivering better results. Towards this goal, your Company
has taken multiple initiatives. Select few are listed below:
25-111

• National Energy Conservation Week celebration at all Plants.

• Energy Conservation Oath taken by all employees at all locations.
Statutory Reports

• Residential Electricity Bill Saving Competition for employees.

• E-mailers, Wall papers, Posters and Slogans for awareness on Energy Conservation.
• Training, campaigns and poster making competition for awareness of employees for Energy and water
 110 Annual Report 2017-18
20-21

ANNEXURE I (Contd.)
Our Leadership Team

reduction.
• Visual management through posters and instruction display on shop floor and office area.
• Quarterly audit of energy and water conservation system, projects implementation and actual results.
• Suggestion competition for employees on Energy efficiency.
(ii) The steps taken by the Company for utilising Alternate Sources of Energy:
18-19

• Usage of R290 Refrigerant as an alternate natural, non-polluting refrigerant;

• Usage of refrigerant recovery machines to prevent escape of Environment hazard refrigerants
Chairman and CEO’s Perspective

The Company has installed Solar Panels for street lights at one of its facility located in Pune. Further, Company is
finalizing to set up roof top solar panels for providing electricity from alternate source of energy in various units.
(iii) Capital investment on energy conservation equipment
Negligible investments have been made.

(B) Technology Absorption

(i) Efforts made towards technology absorption:
1-24

Your Company is committed towards technology driven innovation and lays strong emphasis on inculcating an
innovation driven culture within the organization.
Corporate Overview

During the 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), lesser global warming (environment
friendly).
The efforts made are given below :
• Model Development with R32 Refrigerant (better star rating (energy efficiency), lesser global warming
(environment friendly);
• Energy Efficient motor (BLDC) Implementation;
• Developed Energy Efficient ACs ;
• Energy efficient window ac using inverter technology;
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
• Multi fold Evaporator design for higher Heat Efficiency;
• SMPS Based PCB design;
• R32 introduction in Amber Line-up;
• Energy Efficient chassis for 12K & 18K BTU category;
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year):
No technology has been imported during the last 3 years by the Company.
(iv) the expenditure incurred on Research and Development
Expenses incurred on research and developments are booked under respective general accounting heads.
 Amber Enterprises India Limited 111

ANNEXURE I (Contd.)

(C) Foreign exchange earnings and Outgo:

The details of foreign exchange earned and outgo are appended below:

Particulars (Amount in ` Lakh)

Foreign Exchange earned in terms of actual inflows during the year ` 44,891.05
Foreign Exchange outgo during the year in terms of actual outflows ` 464.31

For and on behalf of Board of Directors

Amber Enterprises India Limited
(Formerly Known as Amber Enterprises (India)
Private Limited)
(Jasbir Singh) (Daljit Singh)
Place : Gurugram Director Managing Director
Date : 7 August 2018 DIN:- 00259632 DIN:- 02023964

112-252
Financial Section
25-111
Statutory Reports
 112 Annual Report 2017-18

INDEPENDENT AUDITOR’S REPORT

20-21
Our Leadership Team

TO THE MEMBERS OF AMBER ENTERPRISES INDIA perform the audit to obtain reasonable assurance
LIMITED about whether these standalone financial statements
are free from material misstatement.
Report on the Standalone Financial Statements
6. An audit involves performing procedures to
1. We have audited the accompanying standalone
obtain audit evidence about the amounts and the
financial statements of Amber Enterprises India
disclosures in the standalone financial statements.
18-19

Limited (‘the Company’), which comprise the Balance

The procedures selected depend on the auditor’s
Sheet as at 31 March 2018, the Statement of Profit
judgment, including the assessment of the risks
and Loss (including Other Comprehensive Income),
Chairman and CEO’s Perspective

of material misstatement of the standalone

the Cash Flow Statement and the Statement of
financial statements, whether due to fraud or error.
Changes in Equity for the year then ended, and a
In making those risk assessments, the auditor
summary of the significant accounting policies and
considers internal financial controls relevant to the
other explanatory information.
Company’s preparation of the standalone financial
Management’s Responsibility for the Financial statements that give a true and fair view in order to
Statements design audit procedures that are appropriate in the
2. The Company’s Board of Directors is responsible for circumstances. An audit also includes evaluating
the matters stated in Section 134(5) of the Companies the appropriateness of the accounting policies used
1-24

Act, 2013 (‘the Act’) with respect to the preparation and the reasonableness of the accounting estimates
of these Standalone financial statements that give a made by the Company’s Directors, as well as
Corporate Overview

true and fair view of the statement of affairs (financial evaluating the overall presentation of the standalone
position), profit or loss (financial performance financial statements.
including other comprehensive income), cash flows 7. We believe that the audit evidence we have obtained
and changes in equity of the Company in accordance is sufficient and appropriate to provide a basis for
with the accounting principles generally accepted our audit opinion on these standalone financial
in India, including the Indian Accounting Standards statements.
(‘Ind AS’) specified under Section 133 of the Act.
Opinion
This responsibility also includes maintenance of
adequate accounting records in accordance with the 8. In our opinion and to the best of our information
provisions of the Act for safeguarding the assets of and according to the explanations given to us, the
the Company and for preventing and detecting frauds aforesaid standalone financial statements give the
and other irregularities; selection and application of information required by the Act in the manner so
appropriate accounting policies; making judgments required and give a true and fair view in conformity
and estimates that are reasonable and prudent; with the accounting principles generally accepted in
and design, implementation and maintenance India including Ind AS specified under Section 133 of
of adequate internal financial controls, that were the Act, of the state of affairs (financial position) of
operating effectively for ensuring the accuracy and the Company as at 31 March 2018, its profit (financial
completeness of the accounting records, relevant to performance including other comprehensive income),
the preparation and presentation of the standalone its cash flows and the changes in equity for the year
financial statements that give a true and fair view and ended on that date.
are free from material misstatement, whether due to Other Matter
fraud or error.
9. The Company had prepared separate sets of
Auditor’s Responsibility statutory financial statements for the year ended
3. Our responsibility is to express an opinion on these 31 March 2017 and 31 March 2016 in accordance
standalone financial statements based on our audit. with Accounting Standards prescribed under Section
133 of the Act, read with Rule 7 of the Companies
4. We have taken into account the provisions of the Act,
(Accounts) Rules, 2014 (as amended) on which
the accounting and auditing standards and matters
we issued auditor’s reports to the shareholders of
which are required to be included in the audit report
the Company dated 10 July 2017 and 9 August
under the provisions of the Act and the rules made
2016 respectively. These financial statements have
thereunder.
been adjusted for the differences in the accounting
5. We conducted our audit in accordance with the
principles adopted by the Company on transition
Standards on Auditing specified under Section
to Ind AS, which have also been audited by us. Our
143(10) of the Act. Those Standards require that
opinion is not modified in respect of this matter.
we comply with ethical requirements and plan and
 Amber Enterprises India Limited 113

INDEPENDENT AUDITOR’S REPORT (Contd.)

Report on Other Legal and Regulatory Requirements Company as on 31 March 2018 in conjunction
10. As required by the Companies (Auditor’s Report) with our audit of the standalone financial
Order, 2016 (‘the Order’) issued by the Central statements of the Company for the year ended
Government of India in terms of Section 143(11) of on that date and our report dated 25 May 2018
the Act, we give in the Annexure I a statement on the as per Annexure II expressed an unmodified
matters specified in paragraphs 3 and 4 of the Order. opinion; and

11. Further to our comments in Annexure I, as required by g) with respect to the other matters to be included
Section 143(3) of the Act, we report that: in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
a) we have sought and obtained all the information
2014, in our opinion and to the best of our
and explanations which to the best of our
information and according to the explanations
knowledge and belief were necessary for the
given to us:
purpose of our audit;
i. the Company as detailed in Note no.
b) in our opinion, proper books of account as
43 (a) to (f) to the standalone financial
required by law have been kept by the Company
statements, has disclosed the impact of
so far as it appears from our examination of
pending litigation on its financial position;
those books;
ii. the Company did not have any long-term
c) the standalone financial statements dealt with
contracts including derivative contracts for
by this report are in agreement with the books
which there were any material foreseeable
of account;
losses;
d) in our opinion, the aforesaid standalone financial
iii. there were no amounts which were required
statements comply with Ind AS specified under
to be transferred to the Investor Education
Section 133 of the Act;
and Protection Fund by the Company; and
e) on the basis of the written representations
iv. the disclosure requirements relating to
received from the directors and taken on record
holding as well as dealing in specified bank
by the Board of Directors, none of the directors
notes were applicable for the period from
is disqualified as on 31 March 2018 from being
8 November 2016 to 30 December 2016
appointed as a director in terms of Section
which are not relevant to these standalone
164(2) of the Act;
financial statements. Hence reporting
f) we have also audited the internal financial under this clause is not applicable.
controls over financial reporting (IFCoFR) of the

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013
per Sumit Mahajan
Place: Gurugram Partner
Date: 25 May 2018 Membership No. 504822
112-252
Financial Section
25-111
Statutory Reports
 114 Annual Report 2017-18

ANNEXURE I
20-21
Our Leadership Team

Based on the audit procedures performed for the (iv) In our opinion, the Company has complied with
purpose of reporting a true and fair view on the financial the provisions of Sections 185 and 186 of the Act
statements of the Company and taking into consideration in respect of loans, investments, guarantees, and
the information and explanations given to us and the security.
books of account and other records examined by us in the (v) In our opinion, the Company has not accepted any
normal course of audit, and to the best of our knowledge deposits within the meaning of Sections 73 to 76 of
18-19

and belief, we report that: the Act and the Companies (Acceptance of Deposits)
(i) (a) The Company has maintained proper records Rules, 2014 (as amended). Accordingly, the provisions
Chairman and CEO’s Perspective

showing full particulars, including quantitative of clause 3(v) of the Order are not applicable.
details and situation of fixed assets. (vi) We have broadly reviewed the books of account
(b) The Company has a regular program of physical maintained by the Company pursuant to the Rules
verification of its fixed assets under which made by the Central Government for the maintenance
fixed assets are verified in a phased manner of cost records under sub-section (1) of Section 148
over a period of 3 years, which, in our opinion, of the Act in respect of Company’s products and are of
is reasonable having regard to the size of the opinion that, prima facie, the prescribed accounts
the Company and the nature of its assets. In and records have been made and maintained.
accordance with this program, certain fixed However, we have not made a detailed examination
1-24

assets were verified during the year and no of the cost records with a view to determine whether
material discrepancies were noticed on such they are accurate or complete.
Corporate Overview

verification. (vii) (a) Undisputed statutory dues including provident

(c) The title deeds of all the immovable properties fund, employees’ state insurance, income-tax,
(which are included under the head ‘Property, sales-tax, service tax, duty of customs, duty of
plant and equipment’) are held in the name of excise, value added tax, cess and other material
the Company. statutory dues, as applicable, have generally
(ii) In our opinion, the management has conducted been regularly deposited to the appropriate
physical verification of inventory at reasonable authorities, though there has been a slight delay
intervals during the year, except for goods-in-transit. in a few cases. Further, no undisputed amounts
No material discrepancies were noticed on the payable in respect thereof were outstanding
physical verification. at the year-end for a period of more than six
months from the date they became payable.
(iii) The Company has not granted any loan, secured
or unsecured to companies, firms, Limited Liability (b) The dues in respect of income-tax, sales-tax,
Partnerships (LLPs) or other parties covered in the service tax, duty of customs, duty of excise and
register maintained under Section 189 of the Act. value added tax on account of any dispute, are
Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) as follows:
and 3(iii)(c) of the Order are not applicable.
Statement of Disputed Dues
(All amount in INR Lakh unless stated otherwise)
Amount paid
Amount Under protest Period to which Forum where dispute is
Nature of the statute Nature of dues (INR in Lacs) (INR in Lacs) amount relates pending
Hon’ble High Court of
Punjab Municipal Act, 1911 Octroi 15.58 Nil F.Y.2006-07
Punjab & Haryana
Punjab Value Added Tax Act, Deputy Excise and
Sales tax 5.94 Nil F.Y. 2010-11
2005 taxation officer, Patiala
Cenvat Credit Rules, 2004 Service tax 13.29 13.29 F.Y. 2010-11 Commissioner
(Appeals), Central
Excise, Chandigarh u/s
85 of the Act
Income-tax Act, 1961 Income tax 37.81 37.81 AY 2010-11 Commissioner
IncomeTax (Appeals),
Patiala
Uttar Pardesh Value Added Sales tax 14.09 Nil F.Y. 2008-09 Additional
Tax Act, 2008 F.Y. 2009-10 Commissioner (Appeal),
Noida
Uttar Pardesh Value Added Sales tax 138.22 Nil F.Y. 2015-16 Deputy commissioner,
Tax Act, 2008 Noida
 Amber Enterprises India Limited 115

ANNEXURE I (Contd.)

(All amount in INR Lakh unless stated otherwise)

Amount paid
Amount Under protest Period to which Forum where dispute is
Nature of the statute Nature of dues (INR in Lacs) (INR in Lacs) amount relates pending
Himachal Pradesh Value Sales tax 15.04 2.00 F.Y. 2009-10 Himachal Pradesh Tax
Added Tax Act, 1968 Tribunal (Appeal)
Maharashtra Value Added Sales tax 38.33 Nil F.Y. 2012-13 Deputy excise and sale
Tax Act, 2002 tax Commissioner, Pune
Central Excise Act, 1944 Excise duty 57.52 29.05 F.Y. 2013-14 Assistant Comissioner,
F.Y. 2014-15 Central Excise, Noida
Uttar Pradesh Goods and Goods and 0.81 Nil F.Y. 2016-17 Dy. Commercial Tax
Service Tax Act 2017 service tax

viii) The Company has not defaulted in repayment of loans (xii) In our opinion, the Company is not a Nidhi Company.
or borrowings to any bank or financial institution or Accordingly, provisions of clause 3(xii) of the Order
government or any dues to debenture holders during are not applicable.
the year. (xiii) In our opinion, all transactions with the related parties
(ix) In our opinion and according to the information and are in compliance with Section 177 and 188 of the
explanations given to us, the Company has applied Act, where applicable, and the requisite details have
moneys raised by way of initial public offer and term been disclosed in the financial statements etc., as
loans during the year for the purposes for which required by the applicable Ind AS.
these were raised other than unutilized funds lying in (xiv) During the year, the Company has not made any
public issue and monitoring account of the company. preferential allotment or private placement of shares
(x) No fraud by the Company or on the Company by its or fully or partly convertible debentures.
officers or employees has been noticed or reported (xv) In our opinion, the Company has not entered into any
during the period covered by our audit. non-cash transactions with the directors or persons
(xi) Managerial remuneration has been paid and provided connected with them covered under Section 192 of
by the Company in accordance with the requisite the Act.
approvals mandated by the provisions of Section 197 (xvi) The Company is not required to be registered under
of the Act read with Schedule V to the Act. Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013
per Sumit Mahajan
Place: Gurugram Partner
Date: 25 May 2018 Membership No. 504822
112-252
Financial Section
25-111
Statutory Reports
 116 Annual Report 2017-18

ANNEXURE II
20-21
Our Leadership Team

INDEPENDENT AUDITOR’S REPORT ON THE INTERNAL 4. Our audit involves performing procedures to obtain
FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB- audit evidence about the adequacy of the IFCoFR
SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, and their operating effectiveness. Our audit of
2013 (‘THE ACT’). IFCoFR includes obtaining an understanding of
1. In conjunction with our audit of the standalone IFCoFR, assessing the risk that a material weakness
18-19

financial statements of Amber Enterprises India exists, and testing and evaluating the design and
Limited (the Company) as at and for the year ended operating effectiveness of internal control based on
31 March 2018, we have audited the internal financial the assessed risk. The procedures selected depend
Chairman and CEO’s Perspective

controls over financial reporting (‘IFCoFR’) of the on the auditor’s judgement, including the assessment
Company as at that date. of the risks of material misstatement of the financial
statements, whether due to fraud or error.
Management’s Responsibility for Internal Financial
5. We believe that the audit evidence we have obtained
Controls
is sufficient and appropriate to provide a basis for our
2. The Company’s Board of Directors is responsible
audit opinion on the Company’s IFCoFR.
for establishing and maintaining internal financial
controls based on the internal control over financial Meaning of Internal Financial Controls over Financial
1-24

reporting criteria established by the Company Reporting

considering the essential components of internal 6. A Company’s IFCoFR is a process designed to
control stated in the Guidance note on Audit of
Corporate Overview

provide reasonable assurance regarding the reliability

Internal Financial Controls over Financial Reporting of financial reporting and the preparation of financial
(‘the Guidance Note’) issued by Institute of Chartered statements for external purposes in accordance
Accountants of India (‘ICAI’). These responsibilities with generally accepted accounting principles.
include the design, implementation and maintenance A Company’s IFCoFR include those policies and
of adequate internal financial controls that were procedures that (1) pertain to the maintenance of
operating effectively for ensuring the orderly and records that, in reasonable detail, accurately and fairly
efficient conduct of the Company’s business, reflect the transactions and dispositions of the assets
including adherence to the Company’s policies, of the Company; (2) provide reasonable assurance
the safeguarding of its assets, the prevention and that transactions are recorded as necessary to permit
detection of frauds and errors, the accuracy and preparation of financial statements in accordance
completeness of the accounting records, and the with generally accepted accounting principles, and
timely preparation of reliable financial information, as that receipts and expenditures of the Company are
required under the Act. being made only in accordance with authorisations of
management and directors of the Company; and (3)
Auditor’s Responsibility
provide reasonable assurance regarding prevention
3. Our responsibility is to express an opinion on the
or timely detection of unauthorised acquisition, use,
Company’s IFCoFR based on our audit. We conducted
or disposition of the Company’s assets that could
our audit in accordance with the Guidance Note and
have a material effect on the financial statements.
Standards on Auditing issued by the ICAI and deemed
to be prescribed under Section 143(10) of the Act, to Inherent Limitations of Internal Financial Controls over
the extent applicable to an audit of IFCoFR, and the Financial Reporting
Guidance Note issued by the ICAI. Those Standards 7. Because of the inherent limitations of IFCoFR,
and the Guidance Note require that we comply with including the possibility of collusion or improper
ethical requirements and plan and perform the audit management override of controls, material
to obtain reasonable assurance about whether misstatements due to error or fraud may occur and
adequate IFCoFR were established and maintained not be detected. Also, projections of any evaluation
and if such controls operated effectively in all material of the IFCoFR to future periods are subject to the risk
respects. that the IFCoFR may become inadequate because
 Amber Enterprises India Limited 117

ANNEXURE II (Contd.)

of changes in conditions, or that the degree of financial reporting and such controls were operating
compliance with the policies or procedures may effectively as at 31 March 2018, based on the internal
deteriorate. control over Financial Reporting criteria established by
the Company considering the essential components
Opinion
of internal control stated in Guidance Note issued by
8. In our opinion, the Company has, in all material
the ICAI.
respects, adequate internal financial controls over

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013
per Sumit Mahajan
Place: Gurugram Partner
Date: 25 May 2018 Membership No. 504822

112-252
Financial Section
25-111
Statutory Reports
 118 Annual Report 2017-18 Balance Sheet

BALANCE SHEET
20-21

AS AT 31 MARCH 2018
Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars Notes 31 March 2018 31 March 2017 01 April 2016
ASSETS
Non-current assets
Property, plant and equipment 4 46,036.78 42,766.46 39,275.63
Capital work-in-progress 5 440.24 490.08 786.23
18-19

Investment property 6 432.31 432.31 432.31

Goodwill 7 - 8.86 8.86
Other intangible assets 7 6,088.74 5,455.20 4,081.34
Chairman and CEO’s Perspective

Intangible assets under development 8 1,520.65 1,199.28 1,983.44

Financial assets
Investments 9 11,194.31 5,030.32 5,030.32
Loans 10 546.88 486.89 565.13
Other financial assets 11 207.73 582.30 483.55
Non Current tax assets (net) 12 37.40 37.40 37.40
Other non-current assets 13 661.45 826.08 729.47
Total non-current assets 67,166.49 57,315.18 53,413.68
Current assets
Inventories 14 32,790.15 24,657.72 20,668.31
Financial assets
Trade receivables 15 33,582.96 29,286.52 23,292.06
1-24

Cash and cash equivalents 16 10,688.44 1,606.76 568.97

Other bank balances 17 1,361.76 1,736.82 1,098.07
Loans 18 1,277.44 932.07 662.78
Corporate Overview

Other financial assets 19 1,456.51 393.76 57.60

Other current assets 20 1,306.53 1,554.14 1,818.53
Total current assets 82,463.79 60,167.79 48,166.32
Total assets 1,49,630.28 1,17,482.97 1,01,580.00
EQUITY AND LIABILITIES
Equity
Equity share capital 21 3,144.65 2,380.98 2,170.28
Other equity 22 85,152.74 32,948.66 22,952.09
Total equity 88,297.39 35,329.64 25,122.37
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 23 969.58 21,953.98 15,978.69
Trade payables 24 - - 3,883.93
Provisions 25 267.90 243.32 212.06
Deferred tax liabilities (net) 26 2,108.41 498.87 808.25
Other non-current liabilities 27 260.85 288.40 315.94
Total non-current liabilities 3,606.74 22,984.57 21,198.87
Current liabilities
Financial liabilities
Borrowings 28 3,065.88 13,243.02 23,105.87
Trade payables 29 47,847.15 41,095.24 27,306.11
Other financial liabilities 30 2,754.32 3,876.63 4,125.64
Other current liabilities 31 3,442.21 772.65 700.62
Provisions 32 85.84 52.55 20.52
Current tax liabilities (net) 33 530.75 128.67 -
Total current liabilities 57,726.15 59,168.76 55,258.76
Total liabilities 61,332.89 82,153.33 76,457.63
Total equity and liabilities 1,49,630.28 1,17,482.97 1,01,580.00
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
Profit & Loss Account Amber Enterprises India Limited 119

STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED 31 MARCH 2018
(All amount in INR Lakh unless stated otherwise)
For the year ended For the year ended
Particulars Notes 31 March 2018 31 March 2017
INCOME
Revenue from operations 34 1,94,997.47 1,63,237.02
Other income 35 768.73 816.12
Total income 1,95,766.20 1,64,053.14
EXPENSES
Cost of materials consumed 36 1,59,089.50 1,33,809.38
Changes in inventories of finished goods and
37 1,932.65 (2,906.58)
work-in-progress
Excise duty 2,690.21 7,043.07
Employee benefits expense 38 4,183.17 3,799.62
Finance costs 39 4,657.22 5,914.51
Depreciation and amortisation expense 40 4,316.47 3,613.43
Other expenses 41 9,979.87 8,928.46
Total expenses 1,86,849.09 1,60,201.89
Profit before tax 8,917.11 3,851.25
Tax expense
Current tax 1,926.30 893.66
Deferred tax 792.22 540.70
Net profit for the year 6,198.59 2,416.89
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit obligations 36.48 (6.83)
Income tax relating to these items (12.75) 2.36
Other comprehensive income/ (loss) for the year 23.73 (4.47)
Total comprehensive income for the year 6,222.32 2,412.42
Earning per equity share (Nominal value of equity
47
share INR 10 each)
Basic 23.04 10.69
Diluted 23.04 10.69
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
112-252

Konica Yadav Sudhir Goyal

(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Financial Section

Place: Gurugram Place: Gurugram Place: Gurugram

Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
25-111
Statutory Reports
 120 Annual Report 2017-18

CASH FLOW STATEMENT

20-21

FOR THE YEAR ENDED 31 MARCH 2018

Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
A. CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 8,917.11 3,851.25
Adjustment for:
18-19

Depreciation and amortisation 4,316.47 3,613.43

Advances and other balance written off 86.08 19.81
Trade receivables written off 16.70 52.50
Chairman and CEO’s Perspective

Government grant income (27.55) (27.55)

Interest income (190.29) (214.68)
Gain on sale of property, plant and equipment (32.41) (33.52)
MTM loss on forward contracts - 3.80
Unrealised foreign exchange (gain)/loss (5.02) (4.48)
Finance costs 4,657.22 5,914.51
Operating profit before working capital changes 17,738.31 13,175.07
Movements in working capital:
Trade receivables (4,313.14) (6,046.96)
1-24

Inventories (8,132.43) (3,989.41)

Financial and other assets (689.24) (521.76)
Trade payables 6,750.41 9,325.24
Corporate Overview

Provisions 94.35 56.46

Financial and other liabilities 2,252.30 102.88
Cash generated from operations 13,700.55 12,101.52
Income tax paid (net) (1,524.22) (765.01)
Net cash generated from operating activities A 12,176.33 11,336.51
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and intangible assets
(8,743.25) (7,354.58)
[refer note (iii) below]
Proceeds from sale of property, plant and equipment 162.06 78.01
Investments purchased (6,163.99) -
Movement in bank deposits 691.67 (762.50)
Movement in security deposits (19.25) 148.50
Interest received on bank deposits 169.24 126.15
Net cash used in from investing activities B (13,903.52) (7,764.42)
C CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of equity share capital (including 47,468.33 -
securities premium)
Proceeds from issuance of preference share capital (including - 5,000.00
securities premium)
Share issue expenses (on cash basis) (984.64) -
Repayment of short term borrowings (net) (10,272.92) (9,975.29)
Proceeds from long term borrowings 4,020.15 4,397.49
Repayment of long term borrowings (24,478.98) (1,054.93)
Proceeds from compulsory convertible debentures - 5,000.00
Finance costs paid (4,943.07) (5,298.18)
Interim dividend and tax on interim dividend - (603.39)
Net cash generated from/(used in) financing activities C 10,808.87 (2,534.30)
 Amber Enterprises India Limited 121

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
D NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENT 9,081.68 1,037.79
(A+B+C)
E CASH AND CASH EQUIVALENT AT THE BEGINNING OF THE 1,606.76 568.97
YEAR
Cash and cash equivalent at the end of the year (D+E) {refer
10,688.44 1,606.76
note 16}

Notes to cash flow statement

a. Cash and cash equivalents include:

(All amount in INR Lakh unless stated otherwise)
For the year ended For the year ended
31 March 2018 31 March 2017
Balances with banks:
- in current and cash credit accounts 8,192.58 842.32
- deposits with original maturity less than three months* 2,424.40 657.20
Cheques in hand 60.00 93.59
Cash in hand 11.46 13.65
Cash and bank balances 10,688.44 1,606.76
*includes deposits under restriction 781.66 631.67
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 capital creditors respectively during the year.
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
112-252

Place: Gurugram Place: Gurugram Place: Gurugram

Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
Financial Section
25-111
Statutory Reports
 122 Annual Report 2017-18

STATEMENT OF CHANGES IN EQUITY

20-21

FOR THE YEAR ENDED 31 MARCH 2018

Our Leadership Team

A EQUITY SHARE CAPITAL

(All amount in INR Lakh unless stated otherwise)
Amount
Balance as at 1 April 2016 2,170.28
Convertible preference shares converted into equity shares 210.70
Balance as at 31 March 2017 2,380.98
18-19

Convertible debentures converted into equity shares 210.70

Changes in equity share capital during the year 552.97
Balance as at 31 March 2018 3,144.65
Chairman and CEO’s Perspective

B PREFERENCE SHARE CAPITAL

(All amount in INR Lakh unless stated otherwise)
Amount
Balance as at 1 April 2016 -
Issue of preference share capital during the year 210.70
Convertible preference shares converted into equity shares (210.70)
Balance as at 31 March 2017 and 31 March 2018 -

C OTHER EQUITY
1-24

(All amount in INR Lakh unless stated otherwise)

Equity
component
Corporate Overview

Securities of compound
premium General financial Retained
reserve reserve instruments earnings Total
Balance as at 1 April 2016 9,262.11 337.32 - 13,352.66 22,952.09
Profit for the year - - - 2,416.89 2,416.89
Remeasurement of defined benefit
- - - (4.47) (4.47)
obligations (net of tax)
Compulsorily convertible debentures issued
- - 3,398.25 - 3,398.25
during the year
Transaction with owners in their capacity as
owners:
Additions made during the year on allotment
4,789.29 - - - 4,789.29
of equity shares
Interim dividend and tax on interim dividend - - - (603.39) (603.39)
Balance as at 31 March 2017 14,051.40 337.32 3,398.25 15,161.69 32,948.66
Profit for the year - - - 6,198.59 6,198.59
Remeasurement of defined benefit
- - - 23.73 23.73
obligations (net of tax)
Compulsory convertible debentures
- - (3,398.25) - (3,398.25)
converted to equity shares during the year
Transaction with owners in their capacity as
owners:
Additions made during the year on allotment
49,380.01 - - - 49,380.01
of equity shares
Balance as at 31 March 2018 63,431.41 337.32 - 21,384.01 85,152.74
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
 Amber Enterprises India Limited 123

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018
1. CORPORATE INFORMATION AND STATEMENT The significant accounting policies and
OF COMPLIANCE WITH INDIAN ACCOUNTING measurement bases have been summarised
STANDARDS (IND AS) below.
Amber Enterprises India Limited (the “Company”) Current versus non-current classification
incorporated in 1990, under the Companies Act All assets and liabilities have been classified as
1956, is engaged in the business of manufacturing current or non-current as per the Company’s
a versatile range of products i.e. air conditioners, normal operating cycle and as per terms of
microwave ovens, washing machines, refrigerators, agreements wherever applicable. Deferred
heat exchangers, sheet metal components etc. tax assets and liabilities are classified as non-
Currently, the Company has nine manufacturing current assets and non-current liabilities, as the
facilities in India out of which three manufacturing case may be.
facilities are operating in tax exemption zone.
b. Revenue recognition
The financial statements of the Company have been
Revenue is recognised to the extent it is probable
prepared to comply in all material respects with
that future economic benefits will flow to the
accounting principles generally accepted in India,
Company and the revenue can be measured
including Indian Accounting Standard (‘Ind AS’)
reliably. Revenue is measured at the fair value
notified under the Companies (Indian Accounting
of the consideration received or receivable
Standards) Rules, 2015 under Section 133 of the
net of related rebates. The following specific
Companies Act, 2013 (the “Act”) and other relevant
recognition criteria must also be met before
provisions of the Act. The financial statements up
revenue is recognised:
to year ended 31 March 2017 were prepared in
accordance with the accounting standards prescribed Revenue from operations
under section 133 of the Act, read with rule 7 of the Revenue from the sale of goods is recognised
Companies (Accounts) Rules, 2014 (as amended) when the significant risks and rewards of
(“Previous GAAP”) and other relevant provisions of ownership of the goods have passed to the buyer.
the Act. Revenue from the sale of goods is measured at
These financial statements for the year ended 31 the fair value of the consideration received or
March 2018 are the first financial statements which receivable, net of returns and allowances, trade
the Company has prepared under Ind AS. For purpose discounts and volume rebates.
of comparatives, financial statements for year ended Revenue in respect of tool development and job
31 March 2017 and opening Balance Sheet as at 1 charges is recognised as per the terms of the
April 2016 are also prepared under Ind AS. Refer contract with the customers.
note 53 for an explanation of how the transition from Interest income
previous GAAP to Ind AS has affected the Company’s
Interest income is recognised on time
financial position, financial performance and cash
proportion basis taking into account the amount
flows.
outstanding and rate applicable. For all financial
assets measured at amortised cost, interest
2. BASIS OF PREPARATION AND SIGNIFICANT
income is recorded using the effective interest
ACCOUNTING POLICIES
rate (EIR) i.e. the rate that discounts estimated
112-252

a. Basis of preparation future cash receipts through the expected life of

The financial statements have been prepared the financial asset to the net carrying amount
on accrual and going concern basis under of the financial assets. The future cash flows
Financial Section

historical cost convention except for certain include all other transaction costs paid or
financial instruments and plan assets, which are received, premiums or discounts if any, etc.
measured at fair values. The accounting policies Dividend
are applied consistently to all the periods
Dividend are recognised in profit or loss only
presented in the financial statements, including
when the right to receive payment is established,
25-111

the preparation of the opening Ind AS Balance

it is probable that the economic benefits
Sheet as at 1 April 2016 being the date of
associated with the dividend will flow to the
transition to Ind AS, except where the Company
Statutory Reports

Company, and the amount of the dividend can

has applied certain exemptions upon transition
be measured reliably.
to Ind AS.
 124 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

Insurance claims adjusted for significant non-taxable income and

Insurance claims are accounted for on the basis expenses and specific limits on the use of any
of claims admitted/expected to be admitted and unused tax loss or credit. Unrecognised deferred
to the extent that the amount recoverable can be tax assets are re-assessed at each reporting
measured reliably and it is reasonable to expect date and are recognised to the extent that it has
ultimate collection. become probable that future taxable profits will
18-19

allow the deferred tax asset to be recovered.

c. Inventories
Deferred tax assets and liabilities are measured
Inventories are valued at the lower of cost and
Chairman and CEO’s Perspective

at the tax rates that are expected to apply in the

net realisable value. Costs incurred in bringing year when the asset is realised or the liability is
each product to its present location and settled, based on tax rates (and tax laws) that
condition are accounted for as follows: have been enacted or substantively enacted at
• Raw materials: cost includes cost of the reporting date. Deferred tax relating to items
purchase and other costs incurred in recognised outside the statement of profit and
bringing the inventories to their present loss is recognised outside statement of profit
location and condition. Cost is determined and loss (in OCI or equity depending upon the
on first in, first out basis. treatment of underlying item).
1-24

• Finished goods and work in progress: e. Cash and cash equivalents

cost includes cost of direct materials and
Cash and cash equivalent in the balance sheet
Corporate Overview

labour and a proportion of manufacturing

comprise cash at banks and on hand and short-
overheads based on the normal operating
term deposits with original maturities of three
capacity. Cost is determined on first in, first
months or less that are readily convertible to
out basis.
known amounts of cash and which are subject
• Stores and spares, consumables and to an insignificant risk of changes in value.
packing materials cost includes direct
expenses and is determined on the basis f. Foreign currency transactions
of first in first out method. The financial statements are presented in Indian
Net realisable value is the estimated selling Rupee (‘INR’ or ‘`’) which is also the functional
price in the ordinary course of business, currency of the Company.
less estimated costs of completion and the Foreign currency transactions are translated
estimated costs necessary to make the sale. into the functional currency using the exchange
rates at the dates of the transactions. Foreign
d. Income taxes
exchange gains and losses resulting from the
Tax expense recognised in the statement of settlement of such transactions and from the
profit and loss comprises the sum of deferred translation of monetary assets and liabilities
tax and current tax not recognised in Other denominated in foreign currencies at year end
Comprehensive Income (OCI) or directly in exchange rates are generally recognised in profit
equity. or loss.
Current tax is measured at the amount expected Foreign exchange differences regarded as an
to be paid to the tax authorities in accordance adjustment to borrowing costs are presented in
with the Income-tax Act, 1961. Current tax the statement of profit and loss, within finance
relating to items recognised outside statement costs. All other foreign exchange gains and
of profit and loss is recognised outside losses are presented in the statement of profit
statement of profit and loss (i.e. in OCI or equity and loss on a net basis within other income/
depending upon the treatment of underlying
expenses, as the case maybe.
item).
g. Financial instruments
Deferred tax liabilities are generally recognised
in full for all taxable temporary differences. Initial recognition and measurement
Deferred tax assets are recognised to the extent Financial assets and financial liabilities are
that it is probable that the underlying tax loss, recognized when the Company becomes a party
unused tax credits or deductible temporary to the contractual provisions of the financial
difference will be utilised against future instrument and are measured initially at fair
taxable income. This is assessed based on the value adjusted for transaction costs, except
Company’s forecast of future operating results, for those carried at fair value through profit or
 Amber Enterprises India Limited 125

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

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

Impairment of financial assets De-recognition of financial assets

In accordance with Ind AS 109, the Company A financial asset is primarily de-recognised when
applies expected credit loss (ECL) model for the contractual rights to receive cash flows from
measurement and recognition of impairment the asset have expired or the Company has
loss for financial assets. ECL is the weighted- transferred its rights to receive cash flows from
the asset.
112-252

average of difference between all contractual

cash flows that are due to the Company in Non-derivative financial liabilities
accordance with the contract and all the cash Subsequent measurement
Financial Section

flows that the Company expects to receive,

Subsequent to initial recognition, all non-
discounted at the original effective interest rate,
derivative financial liabilities are measured at
with the respective risks of default occurring as
amortised cost using the effective interest
the weights. When estimating the cash flows,
method.
the Company is required to consider:
De-recognition of financial liabilities
25-111

• All contractual terms of the financial assets

A financial liability is de-recognized when the
(including prepayment and extension) over
obligation under the liability is discharged or
the expected life of the assets.
Statutory Reports

cancelled or expires. When an existing financial

• Cash flows from the sale of collateral held
liability is replaced by another from the same
or other credit enhancements that are
lender on substantially different terms or the
integral to the contractual terms.
terms of an existing liability are substantially
 126 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

modified, such an exchange or modification i. Investments in subsidiaries

is treated as the de-recognition of the original The Company has accounted for its investment
liability and the recognition of a new liability. The in subsidiaries at cost in its financial statements
difference in the respective carrying amounts is in accordance with Ind AS- 27, Separate
recognised in the statement of profit or loss. Financial Statements. Profit/ loss on sale of
Derivative financial instruments investments is recognised on the date of sale
18-19

Initial and subsequent measurement and is computed with reference to the original
cost of the investment sold.
Derivatives are initially recognised at fair value
Chairman and CEO’s Perspective

on the date a derivative contract is entered into j. Property, plant and equipment (‘PPE’)
and are subsequently re-measured to their fair Recognition and initial measurement
value at the end of each reporting period.
Property, plant and equipment are stated at
Offsetting of financial instruments their cost of acquisition. The cost comprises
Financial assets and financial liabilities are purchase price, borrowing cost if capitalisation
offset and the net amount is reported in the criteria are met and directly attributable cost of
balance sheet if there is a currently enforceable bringing the asset to its working condition for the
legal right to offset the recognised amounts intended use. Any trade discount and rebates
1-24

and there is an intention to settle on a net basis, are deducted in arriving at the purchase price.
to realise the assets and settle the liabilities Subsequent costs are included in the asset’s
simultaneously. carrying amount or recognised as a separate
Corporate Overview

asset, as appropriate, only when it is probable

h. Fair value of financial instruments
that future economic benefits associated with
In determining the fair value of its financial the item will flow to the Company and definition
instruments, the Company uses a variety of of asset is met. All other repair and maintenance
methods and assumptions that are based on costs are recognised in the statement of profit
market conditions and risks existing at each or loss as incurred.
reporting date. The methods used to determine
In case an item of property, plant and equipment
fair value include discounted cash flow analysis,
is acquired on deferred payment basis, interest
available quoted market prices and dealer
expenses included in deferred payment is
quotes. All methods of assessing fair value
recognised as interest expense and not included
result in general approximation of value, and
in cost of asset.
such value may never actually be realized. For
financial assets and liabilities maturing within Subsequent measurement (depreciation and
one year from the Balance Sheet date and useful lives)
which are not carried at fair value, the carrying Depreciation on fixed assets is provided on
amounts approximate fair value due to the short straight line method based on life prescribed as
maturity of these instruments. per Schedule II of the Companies Act, 2013.

Block of asset Useful life as per Companies Act, 2013 (in years)
Building 30-60
Plant and machinery 15
Computer 3
Furniture and fixture 10
Office equipment 5
Vehicles 8 – 10
Leashold lands Lease term

De-recognition in the statement of profit and loss when the

An item of property, plant and equipment asset is derecognised.
and any significant part initially recognised k. Intangible assets
is derecognised upon disposal or when no
Recognition, initial measurement and
future economic benefits are expected from
subsequent measurement
its use or disposal. Any gain or loss arising on
de-recognition of the asset (calculated as the Intangible assets acquired separately are
difference between the net disposal proceeds measured on initial recognition at cost. Following
and the carrying amount of the asset) is included initial recognition, intangible assets are carried
 Amber Enterprises India Limited 127

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

at cost less any accumulated amortisation economic benefits

and accumulated impairment losses. Internally • The availability of resources to complete
generated intangibles, excluding capitalised the asset
development costs, are not capitalised and the
• The ability to measure reliably the
related expenditure is reflected in profit or loss in
expenditure during development
the period in which the expenditure is incurred.
Following initial recognition of the development
Goodwill is not amortised but it is tested for
expenditure as an asset, the asset is carried at
impairment annually, or more frequently if
cost less any accumulated amortisation and
events or changes in circumstances indicate
accumulated impairment losses. Amortisation
that it might be impaired, and is carried at cost
of the asset begins when development is
less accumulated impairment losses.
complete and the asset is available for use. It
Research and development costs is amortised over the period of expected future
Research costs are expensed as incurred. benefit. Amortisation expense is recognised in
Development expenditures on an individual the statement of profit and loss unless such
project are recognised as an intangible asset expenditure forms part of carrying value of
when the Company can demonstrate: another asset.
• The technical feasibility of completing the During the period of development, the asset is
intangible asset so that the asset will be tested for impairment annually.
available for use or sale Amortisation methods and periods
• Its intention to complete and its ability and The Company amortises intangible assets with
intention to use or sell the asset a finite useful life using the straight-line method
• How the asset will generate future over the following periods:

Useful life (in years)

Computer software 6
Product development 7

l. Capital work-in progress exists, the recoverable amount is reassessed

Cost of material consumed and erection charges and the asset is reflected at the recoverable
thereon along with other direct cost incurred amount subject to a maximum of depreciated
by the Company for the projects are shown as historical cost and the same is accordingly
capital work-in-progress until capitalisation. reversed in the statement of profit and loss.

m. Impairment of non-financial assets n. Leases

At each reporting date, the Company assesses As a lessee

whether there is any indication based on Leases of property, plant and equipment where
internal/external factors, that an asset may the Company, as lessee, has substantially
be impaired. If any such indication exists, the all the risks and rewards of ownership are
Company estimates the recoverable amount classified as finance leases. Finance leases
of the asset. The recoverable amount is higher are capitalised at the lease’s inception at the
112-252

of an asset’s fair value less costs of disposal fair value of the leased property or, if lower, the
and value in use. For this purpose, assets are present value of the minimum lease payments.
grouped at the lowest levels for which there are The corresponding rental obligations, net of
Financial Section

separately identifiable cash inflows which are finance charges, are included in borrowings or
largely independent of the cash inflows from other financial liabilities as appropriate. Each
other assets or group of assets (cash generating lease payment is allocated between the liability
units). If such recoverable amount of the asset or and finance cost. The finance cost is charged to
the recoverable amount of the cash generating the profit or loss over the lease period so as to
25-111

unit to which the asset belongs is less than its produce a constant periodic rate of interest on
carrying amount, the carrying amount is reduced the remaining balance of the liability for each
to its recoverable amount and the reduction is period.
Statutory Reports

treated as an impairment loss and is recognised Leases in which a significant portion of the risks
in the statement of profit and loss. If at the and rewards of ownership are not transferred
balance sheet date, there is an indication that a to the Company as lessee are classified as
previously assessed impairment loss no longer
 128 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

operating leases. Payments made under recognised.

operating leases are charged to profit or loss on Contingent liability is disclosed for:
a straight-line basis over the period of the lease,
• Possible obligations which will be
unless the increase in rent is to compensate the
confirmed only by future events not wholly
lessor for the effects of inflation.
within the control of the Company or
18-19

o. Borrowing costs • Present obligations arising from past

Borrowing costs directly attributable to the events where it is not probable that an
acquisitions, construction or production of outflow of resources will be required to
Chairman and CEO’s Perspective

a qualifying asset are capitalised during the settle the obligation or a reliable estimate
period of time that is necessary to complete of the amount of the obligation cannot be
and prepare the asset for its intended use or made.
sale. Other borrowing costs are expensed in the Contingent assets are not recognised. However,
period in which they are incurred and reported in when inflow of economic benefits is probable,
finance costs. related asset is disclosed.
A qualifying asset is one that necessarily takes
q. Government grants
substantial period of time to get ready for its
Grants from the government are recognised
1-24

intended use. Capitalisation of borrowing costs

at their fair value where there is a reasonable
is suspended in the period during which the
assurance that the grant will be received and
active development is delayed due to, other than
Corporate Overview

the Company will comply with all attached

temporary, interruption.
conditions.
p. Provisions, contingent liabilities and
Government grants relating to income are
contingent assets
deferred and recognised in the profit or loss
Provisions are recognised when present over the period necessary to match them with
obligations as a result of a past event will probably the costs that they are intended to compensate
lead to an outflow of economic resources and and presented within other income.
amounts can be estimated reliably. Timing or
Government grants relating to the purchase of
amount of the outflow may still be uncertain.
property, plant and equipment are included in
A present obligation arises when there is a
non-current liabilities as deferred income and
presence of a legal or constructive commitment
are credited to profit or loss on a straight-line
that has resulted from past events, for example,
basis over the expected lives of the related
legal disputes or onerous contracts. Provisions
assets and presented within other income.
are not recognised for future operating losses.
r. Employee benefits
Provisions are measured at the estimated
expenditure required to settle the present Expenses and liabilities in respect of employee
obligation, based on the most reliable evidence benefits are recorded in accordance with Indian
available at the reporting date, including the Accounting Standard 19- Employee Benefits.
risks and uncertainties associated with the Defined benefit plans
present obligation. Provisions are discounted Gratuity
to their present values, where the time value of
The Company operates one defined benefit
money is material.
plan for its employees, viz. gratuity. The cost of
Any reimbursement that the Company can be providing benefits under this plan is determined
virtually certain to collect from a third party on the basis of actuarial valuation at each year-
with respect to the obligation is recognised as end using the projected unit credit method.
a separate asset. However, this asset may not Actuarial gain and loss for the defined benefit
exceed the amount of the related provision. plan is recognized in full in the period in which
All provisions are reviewed at each reporting they occur in other comprehensive income.
date and adjusted to reflect the current best Other long term benefits
estimate.
Accumulated leave expected to be carried
In those cases, where the outflow of economic forward beyond twelve months, is treated as
resources as a result of present obligations is long term employee benefit. Such long term
considered improbable or remote, no liability is compensated absences are provided for based
 Amber Enterprises India Limited 129

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

on the actuarial valuation using the projected advance consideration and amendments to certain
unit credit method at the year end. Accumulated other standards. These amendments are applicable
leave, which is expected to be utilised within to the Company from 1st April, 2018. The Company
the next 12 months, is treated as short term will be adopting the amendments from their effective
employee benefit. date.
Liability under continuity linked key resource Ind AS 115: Revenue from Contracts with Customers
and deferred salary schemes is provided for on Ind AS 115 supersedes Ind AS 11, Construction
actuarial valuation basis, which is done as per contracts and Ind AS 18, Revenue. Ind AS 115
the projected unit credit method at the end of requires an entity to report information regarding
each financial period. nature, amount, timing and uncertainty of revenue
Defined contribution plans and cash flows arising from contract with customers.
Provident Fund The principle of Ind AS 115 is that an entity should
recognize revenue that demonstrates the transfer
The Company makes contribution to statutory
of promised goods and services to customers at an
provident fund in accordance with Employees
amount that reflect the consideration to which the
Provident Fund and Miscellaneous Provisions
entity expects to be entitled in exchange for those
Act, 1952. The plan is a defined contribution plan
goods and services. The standards can be applied
and contribution paid or payable is recognised
either retrospectively to each prior reporting period
as an expense in the period in which services are
presented or can be applied retrospectively with
rendered by the employee.
recognition of cumulative effect of contracts that
Short-term employee benefits are not completed contracts at the date of initial
Expense in respect of other short term benefits application of the standard.
is recognised on the basis of the amount paid or Based on the preliminary assessment performed by
payable for the period during which services are the Company, the impact of application of standard is
rendered by the employee. not expected to be material.
s. Earnings per share Appendix B to Ind AS 21, Foreign currency transaction
Basic earnings per share is calculated by dividing and advance consideration
the net profit or loss for the period attributable to The appendix clarifies that the date of the transaction
equity shareholders (after deducting attributable for the purpose of determining the exchange rate
taxes) by the weighted average number of to use on initial recognition of the asset, expense
equity shares outstanding during the period. or income (or part of it) is the date on which an
The weighted average number of equity shares entity initially recognizes the non-monetary asset or
outstanding during the period is adjusted for non-monetary liability arising from the payment of
events including a bonus issue. receipt of advance consideration towards such asset,
For the purpose of calculating diluted earnings expenses or income. If there are multiple payments
per share, the net profit or loss for the period or receipt in advance, then an entity must determine
attributable to equity shareholders and the transaction date for each payments or receipts of
weighted average number of shares outstanding advance consideration.
during the period are adjusted for the effects of Based on the preliminary assessment performed by
112-252

all dilutive potential equity shares. the Company, the impact of application of appendix
t. Segment reporting is not expected to be material.
Financial Section

Operating segments are reported in a manner Significant accounting judgements, estimates and
consistent with the internal reporting done to the assumptions
chief operating decision maker. The Company When preparing the financial statements
operates in a single operating segment and management undertakes a number of judgments,
geographical segment. estimates and assumptions about recognition and
25-111

measurement of assets, liabilities, income and

3. RECENT ACCOUNTING PRONOUNCEMENT expenses.
In March 2018, the Ministry of Corporate Affairs The actual results are likely to differ from the
Statutory Reports

(MCA) issued the Companies (Indian Accounting judgments, estimates and assumptions made by
Standards) Amendment Rules, 2018, notifying Ind AS management, and will seldom equal the estimated
115, Revnue from contract with customers, Appendix results.
B to Ind-AS 21, Foreign currecny transactions and
 130 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

Information about significant judgments, estimates not limited to the facts and circumstances of
and assumptions that have the most significant each particular case and claim, the jurisdiction
effect on recognition and measurement of assets, and the differences in applicable law. In the
liabilities, income and expenses are discussed below: normal course of business, management
Significant judgements: consults with legal counsel and certain other
experts on matters related to litigation and
18-19

(i) Evaluation of indicators for impairment of non-

taxes. The Company accrues a liability when it is
financial assets
determined that an adverse outcome is probable
The evaluation of applicability of indicators of and the amount of the loss can be reasonably
Chairman and CEO’s Perspective

impairment of non-financial assets requires estimated.

assessment of several external and internal
Sources of estimation uncertainty:
factors which could result in deterioration of
recoverable amount of the assets. (i) Provisions

(ii) Recognition of deferred tax assets At each balance sheet date, basis the
management judgment, changes in facts
The extent to which deferred tax assets can be
and legal aspects, the Company assesses
recognised is based on an assessment of the
the requirement of provisions against the
probability of the future taxable income against
outstanding warranties and guarantees.
1-24

which the deferred tax assets can be utilised. The

However, the actual future outcome may be
recognition of deferred tax assets and reversal
different from management’s estimates.
thereof is also dependent upon management
Corporate Overview

decision relating to timing of availment of tax (ii) Fair valuation of financial instruments
holiday benefits available under the Income Tax Management applies valuation techniques to
Act, 1961 which in turn is based on estimates of determine the fair value of financial instruments
future taxable profits. (where active market quotes are not available).
(iii) Contingent liabilities This involves developing estimates and
assumptions consistent with how market
The Company is the subject of certain legal
participants would price the instrument.
proceedings which are pending in various
jurisdictions. Due to the uncertainty inherent in (iii) Recoverability of advances/receivables
such matters, it is difficult to predict the final At each balance sheet date, based on historical
outcome of such matters. The cases and claims default rates observed over expected life, the
against the Company often raise difficult and management assesses the expected credit loss
complex factual and legal issues, which are on outstanding receivables and advances.
subject to many uncertainties, including but
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

4. PROPERTY, PLANT AND EQUIPMENT

(All amount in INR Lakh unless stated otherwise)
Plant and Plant and
Leasehold Leasehold equipment- equipment - Furniture and Office
Description Freehold land land Buildings improvements Owned Leasehold fixtures Vehicles equipments Computers Total
Gross carrying value
As at 01 April 2016* 1,553.82 1,781.56 6,693.68 56.52 35,979.89 2,707.04 275.63 338.84 263.22 233.97 49,884.17
Additions - 18.36 886.32 - 5,238.95 - 33.60 51.36 47.29 34.05 6,309.93
Disposals/adjustments (3.96) - - - (47.18) - - (27.47) - - (78.61)
As at 31 March 2017 1,549.86 1,799.92 7,580.00 56.52 41,171.66 2,707.04 309.23 362.73 310.51 268.02 56,115.49
Additions 17.81 113.09 966.57 - 5,237.58 - 31.15 50.20 97.14 56.83 6,570.37
Disposals/adjustments - - - - (175.59) - (0.84) (6.83) - - (183.26)
As at 31 March 2018 1,567.67 1,913.01 8,546.57 56.52 46,233.65 2,707.04 339.54 406.10 407.65 324.85 62,502.60
Accumulated depreciation
As at 01 April 2016* - 72.40 699.04 16.40 9,099.08 173.96 84.11 113.69 154.06 195.80 10,608.54
Charge for the year - 19.58 216.44 6.78 2,229.85 171.60 28.84 31.47 44.30 25.75 2,774.61
Disposals/adjustments - - - - (25.36) - - (8.76) - - (34.12)
As at 31 March 2017 - 91.98 915.48 23.18 11,303.57 345.56 112.95 136.40 198.36 221.55 13,349.03
Charge for the year - 19.83 242.25 6.78 2,586.10 171.60 30.38 36.08 46.02 31.36 3,170.40
Disposals/adjustments - - - - (53.61) - - - - - (53.61)
As at 31 March 2018 - 111.81 1,157.73 29.96 13,836.06 517.16 143.33 172.48 244.38 252.91 16,465.82
Net block as at 01 April 2016* 1,553.82 1,709.16 5,994.64 40.12 26,880.81 2,533.08 191.52 225.15 109.16 38.17 39,275.63
Net block as at 31 March 2017 1,549.86 1,707.94 6,664.52 33.34 29,868.09 2,361.48 196.28 226.33 112.15 46.47 42,766.46
Net block as at 31 March 2018 1,567.67 1,801.20 7,388.84 26.56 32,397.59 2,189.88 196.21 233.62 163.27 71.94 46,036.78
* Represents deemed cost on the date of transition to Ind AS. Gross block and accumulated depreciation from the previous GAAP have been disclosed for the purpose of better understanding of the original cost of assets.
Notes:

(i) Contractual obligations

Refer note 42 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(ii) Capitalised borrowing cost
The borrowing cost capitalised during the year ended 31 March 2018 was INR 148.50 Lakh (31 March 2017 INR 176.52 Lakh). The Company capitalised interest
amounting to INR 96.30 Lakh (31 March 2017 INR 119.17 Lakh) under product development, amounting to INR 14.45 Lakh (31 March 2017 INR nil) under intangibles under
development, and amounting to INR 37.75 Lakh (31 March 2017 INR 57.35 Lakh) under machinery.
(iii) Property, plant and equipment have been pledged as security for liabilities, for details refer note 45.
(iv) Finance leases
Refer note 48 for information on property, plant and equipment taken on finance lease.
(v) During current year, expenses amounting INR 1,503.15 Lakh (31 March 2017 INR 1,329.78 Lakh), net off scrap income of INR 204.63 Lakh (31 March 2017 INR 130.19 Lakh)
Amber Enterprises India Limited

comprising of raw material consumption, personnel costs, power and fuel charges and other related expenses have been capitalised under plant and machinery INR 88.64 Lakh
(31 March 2017 INR 147.17 Lakh), product development INR 333.05 Lakh (31 March 2017 INR 167.68 Lakh), intangible assets under development INR 641.41 Lakh (31 March 2017 INR nil), capital work in progress
INR 440.24 Lakh (31 March 2017 INR 1,014.93 Lakh), being expenses eligible for capitalisation.
131

Statutory Reports 25-111 Financial Section 112-252

 132 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

5. CAPITAL WORK-IN-PROGRESS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Capital work-in-progress 440.24 490.08 786.23
18-19

440.24 490.08 786.23

Notes:
(i) Refer note 4(ii) for capitalised borrowing cost and 4(v) for expenses eligible for capitalisation under capital work-in-
Chairman and CEO’s Perspective

progress.
(ii) Movement in capital work in progress:
(All amount in INR Lakh unless stated otherwise)
Particulars Amount
Capital work-in-progress as at 01 April 2016 786.23
Add: additions during the year 490.08
Less: capitalisation during the year (786.23)
Capital work-in-progress as at 31 March 2017 490.08
Add: additions during the year 570.00
1-24

Less: capitalisation during the year (619.84)

Capital work-in-progress as at 31 March 2018 440.24
Corporate Overview

6. INVESTMENT PROPERTY

(All amount in INR Lakh unless stated otherwise)

Description Freehold land Total
Gross carrying value
As at 01 April 2016* 432.31 432.31
Additions - -
Disposals - -
As at 31 March 2017 432.31 432.31
Additions - -
Disposals - -
As at 31 March 2018 432.31 432.31
Accumulated depreciation
As at 01 April 2016, 31 March 2017 and 31 March 2018 - -
Net block as at 01 April 2016* 432.31 432.31
Net block as at 31 March 2017 432.31 432.31
Net block as at 31 March 2018 432.31 432.31
* Represents deemed cost on the date of transition to Ind AS. Gross block and accumulated depreciation from the previous
GAAP have been disclosed for the purpose of better understanding of the original cost of assets.
Notes:

(i) Amount recognised in statement of profit and loss for investment property
(All amount in INR Lakh unless stated otherwise)
As at As at
Particulars 31 March 2018 31 March 2017
Rental income 36.00 36.00
Direct operating expenses that generated rental income - -
Direct operating expenses that did not generate rental income - -
Profit from leasing of investment property 36.00 36.00
Depreciation - -
Profit after depreciation 36.00 36.00
 Amber Enterprises India Limited 133

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(ii) The aforementioned investment property is leased to a tenant under long term operating lease agreement with rentals
payable monthly. However, lease can be terminated by either of the parties during the term, hence there is no lease
disclosure given, as required by Ind AS 17 “Leases”.

(iii) Fair value of investment property

(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Fair value 804.83 792.00 843.33
The Company obtains independent valuations for its investment property. The best evidence of fair value is current
prices in an active market for similar properties. Where such information is not available, the Company consider
information from a variety of sources including:
a) current prices in an active market for properties of different nature or recent prices of similar properties in less
active markets, adjusted to reflect those differences.
b) discounted cash flow projections based on reliable estimates of future cash flows.
c) capitalised income projections based upon a property’s estimated net market income, and a capitalisation rate
derived from an analysis of market evidence.
The fair value of investment property has been determined by external valuer. The main inputs used are rental
growth rates, expected vacancy rates, terminal yield and discount rates based on industry data.

7. INTANGIBLE ASSETS

(All amount in INR Lakh unless stated otherwise)

Product Total other
Description Goodwill Softwares development intangible assets
At 01 April 2016* 29.60 196.93 5,331.98 5,528.91
Additions - 45.58 2,167.10 2,212.68
Disposals - - (28.65) (28.65)
Balance as at 31 March 2017 29.60 242.51 7,470.43 7,712.94
Additions - 335.61 1,435.14 1,770.75
Disposals - - - -
Balance as at 31 March 2018 29.60 578.12 8,905.57 9,483.69
Accumulated amortisation
At 01 April 2016* 20.74 83.08 1,364.49 1,447.57
Charge for the year - 29.60 809.22 838.82
Disposals - - (28.65) (28.65)
Balance as at 31 March 2017 20.74 112.68 2,145.06 2,257.74
Charge for the year 8.86 56.51 1,080.70 1,137.21
Disposals - - - -
Balance as at 31 March 2018 29.60 169.19 3,225.76 3,394.95
112-252

Net book value as at 01 April 2016* 8.86 113.85 3,967.49 4,081.34

Net book value as at 31 March 2017 8.86 129.83 5,325.37 5,455.20
Net book value as at 31 March 2018 - 408.93 5,679.81 6,088.74
Financial Section

* Represents deemed cost on the date of transition to Ind AS. Gross block and accumulated amortisation from the previous
GAAP have been disclosed for the purpose of better understanding of the original cost of assets.
Notes:
(i) Refer note 4(ii) for capitalised borrowing cost and 4(v) for expenses eligible for capitalisation under intangible assets.
25-111

(ii) Amortisation for the year has been included in line item ‘Depreciation and amortisation expense’ in statement of profit
and loss.
Statutory Reports
 134 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

8. INTANGIBLE ASSETS UNDER DEVELOPMENT

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Intangible assets under development 1,520.65 1,199.28 1,983.44
18-19

1,520.65 1,199.28 1,983.44

Notes:
(i) Refer note 4(ii) for capitalised borrowing cost and 4(v) for expenses eligible for capitalisation under intangible assets
Chairman and CEO’s Perspective

under development.
(ii) Movement in intangible assets under development:
(All amount in INR Lakh unless stated otherwise)
Particulars Amount
Intangible assets under development as at 01 April 2016 1,983.44
Add: additions during the year 1,382.94
Less: capitalisation during the year (2,167.10)
Intangible assets under development as at 31 March 2017 1,199.28
Add: additions during the year 2,090.11
1-24

Less: capitalisation during the year (1,768.74)

Intangible assets under development as at 31 March 2018 1,520.65
Corporate Overview

9. NON-CURRENT INVESTMENTS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Investment in equity instruments (unquoted, at cost)^
Investment in subsidiaries:
3,642,100 (31 March 2017: 3,642,100; 01 April 2016:
5,030.32 5,030.32 5,030.32
3,642,100) equity shares of PICL India Private Limited
1,500,000 (31 March 2017: Nil; 01 April 2016: Nil) equity
150.00 - -
shares of Appserve Appliance Private Limited (refer note (i))
1,320,613 (31 March 2017: Nil; 01 April 2016: Nil) equity
shares of IL JIN Electronics (India) Private Limited (refer note 5,442.50 - -
(ii))
Sub-total (a) 10,622.82 5,030.32 5,030.32
Investment in equity instruments (unquoted, at fair value)*
1,040,149 (31 March 2017: Nil; 01 April 2016: Nil) equity
571.49 - -
shares of Ever Electronics Private Limited (refer note (iii))
Sub-total (b) 571.49 - -
Total (a+b) 11,194.31 5,030.32 5,030.32
Aggregate amount of quoted investments and market value
- - -
thereof
Aggregate amount of unquoted investments 11,194.31 5,030.32 5,030.32
Aggregate amount of impairment in the value of investments - - -
^Investments in subsidiaries are stated at cost using the exemption provided as per Ind AS 27 ‘Separate Financial
Statements’.
*Investments are stated at fair value through profit or loss as per Ind AS 109 ‘Financial Instruments’.
 Amber Enterprises India Limited 135

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

Notes:
(i) The Company has incorporated a wholly owned subsidiary “Appserve Appliance Private Limited” with the object of
carrying out the business of repair, maintenance, installation, assembly and routine servicing activities of all kinds of
white goods i.e. room air conditioners, washing machines, refrigerators, consumer durables and other similar equipment
and components and to establish repair shops for the same along with other related activities. The Company has initially
invested INR 50 Lakh to subscribe and acquire 500,000 equity shares of INR 10 each in the aforesaid wholly owned
subsidiary in its own name and through its nominees. The Company has further invested INR 100 Lakh to subscribe and
acquire 1,000,000 equity shares of INR 10 each in the aforesaid wholly owned subsidiary.
(ii) The company has made an investment of INR 5442.50 Lakh for acquisition of 1,320,613 equity shares of IL JIN
Electronics (India) Private Limited (“IL JIN”) on 28 December 2017. IL JIN Electronics (India) Private Limited is engaged
in the business of manufacturing, assembling and dealing in electronic assembled printed circuit boards for home
appliances and automobile products.
(iii) The Company has made an investment of INR 571.50 Lakh for acquisition of 1,040,149 equity shares of Ever Electronics
Private Limited (“Ever”) on 30 March 2018 which represents 19% of the total share capital of Ever. Ever is engaged in the
business of manufacturing, assembling and dealing in electronic assembled printed circuit boards for home appliances
and automobile products.

10. LOANS (NON-CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Unsecured, considered good
Security deposits (refer note 44) 546.88 486.89 565.13
546.88 486.89 565.13
Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 51 - Financial risk management for assessment of expected credit losses.

11. OTHER FINANCIAL ASSETS (NON-CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Bank deposits with more than 12 months maturity - 336.30 194.28
Government grant receivable 207.73 246.00 289.27
207.73 582.30 483.55
Notes:
(i) Refer note 17(i) for bank deposits with more than 12 months maturity which are under restriction.
(ii) Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised
cost and note 51 - Financial risk management for assessment of expected credit losses.
112-252

12. NON CURRENT TAX ASSETS (NET)

(All amount in INR Lakh unless stated otherwise)

As at As at
Financial Section

As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Non-current tax assets [net of provision INR 566.45 Lakh (31
March 2017 : INR 566.45 Lakh; 01 April 2016 : INR 566.45 37.40 37.40 37.40
Lakh)]
37.40 37.40 37.40
25-111
Statutory Reports
 136 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

13. OTHER NON-CURRENT ASSETS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Capital advances 559.42 675.97 620.25
18-19

Balance with statutory authorities* 19.75 12.25 11.08

Prepaid expenses 82.28 137.86 98.14
661.45 826.08 729.47
Chairman and CEO’s Perspective

* includes deposit paid under protest with statutory authorities (refer note 43)

14. INVENTORIES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
(Valued at lower of cost and net realisable value, unless
otherwise stated)
Raw materials
1-24

- in hand 22,876.78 18,047.77 17,395.93

- in transit 5,584.98 527.28 154.63
Work-in-progress 162.85 1,136.46 147.04
Corporate Overview

Finished goods 3,231.74 4,293.19 2,314.13

Stores, spares and other consumables 109.27 178.52 211.92
Packing materials 757.86 259.17 248.61
Scrap (valued at net realisable value) 66.67 215.33 196.05
32,790.15 24,657.72 20,668.31
Notes:
(i) Inventories have been pledged as security for liabilities, for details refer note 45.

15. TRADE RECEIVABLES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Trade receivables
- Unsecured, considered good 33,582.96 29,286.52 23,292.06
- Unsecured, considered doubtful 30.95 30.95 30.95
33,613.91 29,317.47 23,323.01
Less: allowance for doubtful debts 30.95 30.95 30.95
33,582.96 29,286.52 23,292.06
Notes:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
(i) Includes debtors discounted from banks INR Nil (31
March 2017 : INR 5,672.77 Lakh; 01 April 2016 : INR
9,849.23 Lakh).
(ii) Trade receivables have been pledged as security for
liabilities, for details refer note 45.
(iii) Includes receivable from related party (refer note 44):
IL Jin Electronics (India) Private Limited 68.93 - -
Appserve Appliance Private Limited 8.33 - -
PICL (India) Private Limited 175.55 - -
(iv) The carrying values of trade receivables are considered
to be a reasonable approximation of fair values.
(v) Refer note 51 - Financial risk management for
assessment of expected credit losses.
 Amber Enterprises India Limited 137

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

16. CASH AND CASH EQUIVALENTS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Balances with banks:
- in current and cash credit accounts* (refer note 57) 8,192.58 842.32 215.20
- deposits with original maturity less than three months 2,424.40 657.20 342.39
Cheques in hand 60.00 93.59 4.53
Cash in hand 11.46 13.65 6.85
10,688.44 1,606.76 568.97
* Includes debit balance of INR 3,329.45 Lakh (31 March 2017 : INR 571.30 Lakh; 01 April 2016 : INR nil) in cash credit
accounts
Notes:
(i) Other than as disclosed, there are no repatriation restrictions with respect to cash and cash equivalents as at the end of
the reporting year and comparative years.
(ii) Refer note 17(i) for cash and cash equivalents which are under restriction.

17. OTHER BANK BALANCES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Deposits with original maturity more than three months but
1361.76 1736.82 1098.07
less than twelve months
1361.76 1736.82 1098.07
Notes:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
(i) Bank deposits which are under restriction:
Fixed deposits with banks held as margin money for
letter of credits, bank guarantees, working capital 1,510.03 1,381.49 870.31
facilities and buyers credit
Fixed deposits with banks held as margin money for
- 395.97 322.37
term loan
Fixed deposits lodged with banks for issue of
4.45 4.42 4.13
guarantees in favour of sale tax authorities
Fixed deposits with banks held as margin money for
assets taken on lease from Connect Residuary Private 85.91 85.91 82.97
Limited
Fixed deposits with banks held till security perfection - - 59.08
112-252

1,600.39 1,867.78 1,338.86

(ii) Bank deposits which are under restriction:
- deposits with original maturity less than three months 781.66 631.67 342.39
Financial Section

- deposits with original maturity more than three months

818.73 926.87 802.19
but less than twelve months
- deposits with original maturity more than twelve
- 309.24 194.28
months
1,600.39 1,867.78 1,338.86
25-111

(iii) The carrying values are a reasonable approximate of their fair values.
Statutory Reports
 138 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

18. LOANS (CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Unsecured, considered good
18-19

Security deposits [refer note (i)] 1,196.05 864.79 615.95

Loans to employees [refer note (ii)] 81.39 67.28 46.83
1,277.44 932.07 662.78
Chairman and CEO’s Perspective

Note:
(i) includes security deposit to Acme Fabrications Private Limited (refer note 44)
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
(ii) includes amount outstanding from related party:
Sudhir Goyal 2.15 - -
Konica Yadav 0.13 - -
Sanjay Arora 1.68 - -
1-24

Sachin Gupta 3.73 - -

(iii) The carrying values are considered to be a reasonable approximation of fair values.
Corporate Overview

19. OTHER FINANCIAL ASSETS (CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Recoverable on account of budgetary support 1,050.39 - -
Other recoverable amounts 406.12 393.76 57.60
1,456.51 393.76 57.60
The carrying values are considered to be a reasonable approximation of fair values.

20. OTHER CURRENT ASSETS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Advances to related parties* - - 13.10
Advances to suppliers 505.84 115.50 360.69
Balances with statutory authorities 676.91 1,325.68 1,376.86
Prepaid expenses 123.78 112.96 67.88
1,306.53 1,554.14 1,818.53
* includes amount receivable from Acme Fabrications Private Limited (refer note 44)

21. EQUITY SHARE CAPITAL

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Authorised capital
45,000,000 (31 March 2017 : 26,500,000 ; 01 April 2016 :
4,500.00 2,650.00 2,500.00
25,000,000) Equity shares of INR 10 each
Nil (31 March 2017 : 4,500,000 ; 01 April 2016 : Nil) Preference
- 450.00 -
shares of INR 10 each
4,500.00 3,100.00 2,500.00
Issued, subscribed capital and fully paid up
31,446,540 (31 March 2017 : 23,809,825 ; 01 April 2016 :
3,144.65 2,380.98 2,170.28
21,702,788) Equity shares of INR 10 each
3,144.65 2,380.98 2,170.28
 Amber Enterprises India Limited 139

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(i) Terms/rights attached to equity shares

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

(ii) Reconciliation of equity shares outstanding at the beginning and at the end of the year
(All amount in INR Lakh unless stated otherwise)
As at As at
31 March 2018 31 March 2017
No. of (INR in No. of (INR in
Particulars shares Lakh) shares Lakh)
Equity share capital of INR 10 each fully paid up
Balance at the beginning of the year 2,38,09,825 2,380.98 2,17,02,788 2,170.28
Add: Convertible preference shares converted into equity
- - 21,07,037 210.70
shares (refer (a) below)
Add: Convertible debentures converted into equity shares
21,07,030 210.70 - -
(refer (b) below)
Add: Shares issued during the year 55,29,685 552.97 - -
Balance at the end of the year 3,14,46,540 3,144.65 2,38,09,825 2,380.98

Preference share capital of INR 10 each fully paid up

Balance at the beginning of the year - - - -
Add: Convertible preference shares issued during the year - - 21,07,037 210.70
Less: Convertible preference shares converted into equity
- - (21,07,037) (210.70)
shares (refer (a) below)
Balance at the end of the year - - - -
(a) On 12 January 2017, the Company had issued 2,107,037 Compulsorily Convertible Preference Shares (“CCPS”) of
INR 10 each at premium of INR 227.30 per CCPS, aggregating to INR 5000 Lakh. The holder of the CCPS shall be
entitled to receive, fixed dividend in respect of the par value of the CCPS at the rate of 0.01% per annum. During the
year ended 31 March 2017, CCPS were converted into equivalent number of equity shares of INR 10 each in the
ratio of 1:1.
(b) The Company issued 10 Compulsorily Convertible Debentures (“CCD”) of INR 500 Lakh each aggregating to INR
5,000 Lakh. The holder of the CCD shall be entitled to receive interest in respect of the par value of the CCD at the
rate of 8.65% per annum. Each CCD shall be converted into 2,107,030 Equity Shares of INR 10 each at a premium
of INR 227.30 per equity share. The CCDs shall be compulsorily converted into equity shares: (a) on the date i.e.
10 years from the date of issue or (b) on the day that is the 15th business day from the date of issuance of a CCD
conversion notice by the Investor, in respect of the CCD held by the Investor. During the year ended 31 March 2018,
the investor has exercised the option for conversion of these debentures.

(iii) Shareholders holding more than 5% of shares of the Company as at balance sheet date
112-252

(All amount in INR Lakh unless stated otherwise)

As at As at As at
31 March 2018 31 March 2017 01 April 2016
Financial Section

No. of No. of No. of

% holding % holding % holding
Particulars shares shares shares
Mr. Jasbir Singh 70,55,760 22.44% 66,85,840 28.08% 66,85,840 30.81%
Mr. Daljit Singh 60,70,800 19.31% 57,00,880 23.94% 57,00,880 26.27%
Mr. Kartar Singh 7,08,667 2.25% 10,46,264 4.39% 14,80,320 6.82%
Ascent Investment Holdings 65,77,639 20.92% 99,20,041 41.66% - -
25-111

Pte. Ltd.
Reliance Alternate Investment - - - - 73,78,948 34.00%
Fund
Statutory Reports
 140 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(iv) Details of shares allotted as fully paid up by way of bonus issues during current year and last 5 years:
(All amount in INR Lakh unless stated otherwise)
Face value
Year ended (in INR) Number of shares
31 March 2018 10.00 -
31 March 2017 10.00 -
18-19

31 March 2016 10.00 -

31 March 2015 10.00 -
31 March 2014 10.00 -
Chairman and CEO’s Perspective

31 March 2013 10.00 -

31 March 2012 10.00 1,25,33,360

22. OTHER EQUITY

(All amount in INR Lakh unless stated otherwise)

As at As at
Particulars 31 March 2018 31 March 2017
Securities premium reserve
Balance at the beginning and end of the year 14,051.40 9,262.11
1-24

Add: Additions made during the year on allotment of equity shares* 51,623.15 4,789.29
Less: Share issue expenses adjusted* (2,243.14) -
Corporate Overview

Balance at the end of the year 63,431.41 14,051.40

General reserve
Balance at the beginning and end of the year 337.32 337.32
Equity component of compound financial instruments
Balance at the beginning of the year 3,398.25 -
Add: Movement during the year (3,398.25) 3,398.25
Balance at the end of the year - 3,398.25
Surplus in the statement of profit and loss
Balance at the beginning of the year 15,161.69 13,352.66
Add : Profit for the year 6,198.59 2,416.89
Add: Other comprehensive income / (Loss)
Remeasurement of defined benefit obligations (net of tax) 23.73 (4.47)
Less: Interim dividend - 501.33
Less: Tax on interim dividend - 102.06
Balance at the end of the year 21,384.01 15,161.69
Total other equity 85,152.74 32,948.66
*During the year ended 31 March 2018, the Company has completed Intial Public Offer (IPO) of 6,984,865 equity shares of
INR 10 each at an offer price of INR 859 per equity share aggregating to INR 59,960 Lakh (net of employee discount) through
fresh issue of 5,529,685 equity shares and an offer for sale by promoter selling shareholder: (i) Mr. Jasbir Singh of 727,590
equity shares and (ii) Mr Daljit Singh of 727,590 equity shares. Thereby, the total issue proceeds comprised of INR 47,468.33
Lakh including INR 46,915.36 Lakh as securities premium on account of fresh issue. Out of the securities premium, INR
2,243.14 Lakh has been utilised against share issue expenses on accrual basis.
During the year ended 31 March 2018, the investor has exercised the option for conversion of 10 CCDs of
2,107,030 equity shares of INR 10 each at the conversion price of INR 237.30 per share (including security
premium of INR 227.30 each). Thereby, the total issue proceeds comprised of INR 210.70 Lakh as capital and
INR 4,707.79 Lakh as securities premium (net of loss on conversion of CCDs).
During the year ended 31 March 2017, the Company has made a private placement of 2,107,037 preference shares of INR 10
each at the rate of INR 237.30 per share (including security premium of INR 227.30 each). Thereby, the total issue proceeds
comprised of INR 210.70 Lakh as capital and INR 4,789.30 Lakh as securities premium. These shares have been further
converted into equity shares of INR 10 each during the year in the ratio of 1:1.
 Amber Enterprises India Limited 141

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

Nature and purpose of other reserves

Securities premium reserve

Securities premium reserve represents premium received on issue of shares. The reserve 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 equity to another.

Equity component of compound financial instruments

This reserve represents equity component of compulsory convertible debenture.

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

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Secured
Term loans
from banks - 8,167.16 3,749.13
from others 579.67 10,580.19 10,944.49
Vehicle loan
from banks 10.92 14.25 -
from others 21.35 25.11 19.99
Liability component of compound financial instruments
8.65% Compulsory convertible debentures of INR
- 2,419.16 -
50,000,000 each
Long term maturities of finance lease obligations 357.64 748.11 1,265.08
969.58 21,953.98 15,978.69

112-252
Financial Section
25-111
Statutory Reports
 Corporate Overview 1-24 Chairman and CEO’s Perspective 18-19 Our Leadership Team 20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

142

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Notes:
(i) For repayment terms of the outstanding long-term borrowings (including current maturities) refer the table below:
w
(All amount in INR Lakh unless stated otherwise)
S. Nature of Lender As at As at As at
No. loan 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Annual Report 2017-18

Current Current Current Nature of securities rate Tenure of repayment

1 Term loan HDFC Bank - - - - 1,226.98 545.32 First pari passu charge on all the present and future current assets, first Base Rate 22 equal quaterly
from bank Limited pari passu charge on moveable fixed assets of the company exclusive + 2.15% installments of
( in Rupees ) of those specifically hypothecated to other banks, first pari passu p.a. INR 136.3 Lakh.
charge on plot no. C-1, phase- II, focal point, Rajpura belonging to the
company and, plot no. C-2, phase- II, focal point, Rajpura belonging to
Acme Fabrications Private Limited and negative lien on plot no. C-12
urban estate focal point, Rajpura belonging to Acama Appliances
Private Limited, exclusive charge on the machinery purchased out of
the proceeds of this term loan , exclusive charge on the Jhajjar factory
building- khewat no. 29 min, khata no 29 min, rect no 92, kila no 13 (8-0),
14/1 (1-15), 17 (7-7), 18(8-0), khewat no. 110 min, khata no 125 min, rect
no 92, kila no 6/2 (4-0), 7/1 (4-0), khewat no. 916 min, khata no 1031
min, rect no 92, kila no 8/2 (3-18), 15/1 (4-0), 16/2 (5-17), khewat no. 143
min, khata no 167 min, rect no 92, kila no 23/2/1 (2-4), situated in village
dadr toe, tehsil-Jhajjar, district-Jhajjar valued at 120 million.
The term loans are also secured by corporate guarantees of Acme
Fabrications Private Limited and Acama Appliances Private Limited and
personal guarantee of Mr. Kartar singh (Chairman Emeritus), Mr. Jasbir
singh (Chairman & CEO), Mr. Daljit singh (Managing Director) and Mr.
Kirpal singh (Director).
2 Term loan Axis Bank - - - - 166.67 222.22 Exclusive charge by way of hypothecation on fixed assets funded out of Base Rate 18 equal quaterly
from bank Limited the term loan, first pari passu charge by way of equitable mortgage of 3 + 2.5% p.a. installments of
( in Rupees ) immovable properties including land and building located at plot no. C-1, INR 55.5 Lakh each.
phase- II, focal point, Rajpura punjab owned by the company and plot no.
C-2, phase- II, focal point, Rajpura punjab owned by Acme Fabrications
Private Limited and plot no. D-36-37-38 , selaqui Dehradun, Uttaranchal
pardesh owned by the company, negative lien on plot no. C-12, urban
estate, focal point, Rajpura punjab in the name of Acama appliances
private. Limited.
The term loans are also secured by corporate guarantees of Acme
Fabrications Private Limited and Acama Appliances Private Limited
and personal guarantees of Mr. Jasbir singh (Chairman & CEO) and Mr.
Kartar singh (Chairman Emeritus).
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
(All amount in INR Lakh unless stated otherwise)
S. Nature of Lender As at As at As at
No. loan 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
3 Term loan Axis Bank - - - - 213.22 160.00 First pari passu charge by way of equitable mortgage of commercial Base Rate + 60 monthly installments
from bank Limited property situated at plot no. 99, sector 6, faridabad (admeasuring 2,566.68 2.5% p.a. of INR 13 Lakh starting
( in Rupees ) sq. Yards), extension of first pari passu charge on commercial property from August 2013.
, situated at plot no. 92, sector 6, faridabad (admeasuring 2,566.68 sq.
Yards) presently in the name of PICL(India) private limited, (a subsidiary
company) subservient charge on the current assets of the company, both
present and future.
The terms loans are also secured by personal guarantees of Mr. Kartar
singh (Chairman Emeritus) and Mr. Jasbir singh (Chairman & CEO) and
corporate guarantee of PICL (India) private limited.
4 Term loan SBER Bank - - - - - 370.55 First pari passu charge on all the present and future current assets of 13.15% p.a. 7 monthly ballooning
from bank the company, first pari passu charge on moveable fixed assets of the installments starting
( in Rupees ) company exclusive of those specifically hypothecated to other banks, from March 2016 as per
first pari passu charge on plot no. C-1, phase- II, focal point, Rajpura and the repayment schedule.
plot no. D-36-37-38, selaqui Dehradun, uttaranchal in the name of the
company and first pari passu charge on plot no. C-2, phase- II, focal point,
Rajpura in the name of Acme Fabrications Private Limited and negative
lien on plot no. C-12, phase- II, focal point, Rajpura in the name of Acama
Appliances Private Limited.
The corporate loan is also secured by corporate guarantees of Acme
Fabrications Private Limited and Acama Appliances Private Limited and
personal guarantees of Mr. Jasbir singh (Chairman & CEO) and Mr. Daljit
singh (Managing Director).
5 Term loan IDFC Bank - - 1,960.00 800.00 2,157.00 240.00 Exclusive charge on plant and machinery of INR 1500 Lakh and exclusive 1 Year 44 monthly structured
from bank( in Ltd. charge on land and building of the plant situated at H-23, industrial area, MCLR+1.6% installments starting
Rupees ) selaqui, Dehradun. Interim mortgage on A-1/1A, industrial area, selaqui, from Jan 2017 as per the
Dehradun. The term loan is also secured by personal guarantees of Mr. repayment schedule.
Jasbir singh (Chairman & CEO) and Mr. Daljit singh (Managing Director).
6 Term loan IndusInd - - 6,492.72 - - - Exclusive charge on hypothecation on moveable fixed asets at 1.) D-36,37,38 MCLR + 28 quarterly structured
from bank Bank Limited upsidc selaqui, Dehradun, 2.) D-93, midc, ranjangaon, pune, 3.) C-1, 1.30% p.a. installments starting
( in Rupees ) phase- II, focal point, Rajpura, 4.) C-3, upsidc industrial area,kasna,up and from June 2018 as per
exclusive charge by way of mortgage of property at d-93, midc, ranjangaon, the repayment schedule.
pune and second pari passu charge on curent assets of the company.
The term loan is also secured by personal guarantees of Mr. Jasbir singh
(Chairman & CEO) and Mr. Daljit singh (Managing Director).
7 Term loan Tata capital - - 719.20 359.65 783.25 261.11 Subservient charge by way of hypothecation on all the current assets (both LTLR - 5.50% 54 equal monthly
from Others financial present and future) of the company and first and exclusive charge by way p.a. installments of
services of hypothecation on equipment funded by Tata Capital Financial Services INR 27 Lakh starting
Amber Enterprises India Limited

limited Limited and unconditional and irrevocable personal guarantee of Mr. Jasbir from October 2015
singh (Chairman & CEO), Mr. Kartar singh (Chairman Emeritus) and Mr.
Daljit singh (Managing Director).
143

Statutory Reports 25-111 Financial Section 112-252

 Corporate Overview 1-24 Chairman and CEO’s Perspective 18-19 Our Leadership Team 20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

144

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

S. Nature of Lender As at As at As at
No. loan 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
8 Term loan Bajaj Finance - - - - 1,822.98 423.32 Exclusive charge on moveable fixed assets amounting to INR 3000 12.05% p.a. 60 monthly structured
Annual Report 2017-18

from Others Limited Lakh and exclusive charge by way of equitable mortgage on property installments starting
situated at C-11, focal point, Rajpura, punjab in the name M/s Acme from Aug 2015 as per
Engineering and Fabrications. The corporate loan is also secured by the repayment schedule.
corporate guarantees of acme engineering and fabrications and personal
guarantees of Mr. Jasbir singh (Chairman & CEO) and Mr. Daljit singh
(Managing Director).
9 Term loan Seimens 597.49 342.05 939.54 320.94 975.55 247.26 Exclusive charge by way of hypothecation on equipment funded by term 10.75% to Tranche 1 of INR 1,222.8
from Others Financial loan and non interest bearing refundable security deposit amounting to INR 11% p.a. Lakh is repayable in 55
Services 160.56 Lakh. It is also secured by personal guarantees of Mr. Jasbir singh monthly installments
Limited (Chairman & CEO) and Mr. Daljit singh (Managing Director). and Tranche 2 of INR
284.9 Lakh is repayable
in 54 equal monthly
instalments.
10 Term loan Hero Fin Corp - - 7,125.00 375.00 7,500.00 -Exclusive charge by way of equitable mortgage on the immovable 12.10% p.a. Repayable in 4 quarterly
from Others Limited properties being land and building at plot no.a-1/1 at selaqui industrial installments of INR 125
area, Dehradun. And exclusive charge by of equitable mortgage on the Lakh and 20 quaterly
property situated at C-11, focal point, Rajpura in the name of M/s Acme instalments of INR 350
Engineering & Fabrications. Also secured by first & exclusive charge on Lakh starting from July
plant and machinery upto INR 981.7 million located at H-23, industrial 2017.
area, selaqui, Dehradun and plot no.a-1/1& 1a at selaqui industrial area,
Dehradun. The corporate loan is also secured by interim mortgage on H-23
, industrial area , selaqui, Dehradun (already mortgaged with Herofin corp).
The corporate loan is also secured by personal guarantees of Mr. Jasbir
singh (Chairman & CEO), Mr. Daljit singh (Managing Director) and Mr.
Kartar singh (Chairman Emeritus) up to an extent of INR 600 Lakh.
11 Term loan Tata capital - - 1,900.00 100.00 - - Subservient charge by way of hypothecation on all the current assets (both LTLR - 7.00% Repayable in 20
from Others financial present and future) of the company and first and exclusive charge by way p.a. quarterly installments
services of hypothecation on equipment funded by Tata Capital Financial Services of 5 tranches as per the
limited Limited and unconditional and irrevocable personal guarantee of Mr. Jasbir repayment schedule.
singh (Chairman & CEO) and Mr. Daljit singh (Managing Director).
12 Vehicle loans Various 10.92 3.33 14.25 3.04 - -Hypothecation of specific vehicles purchased out of the proceeds of those 9% to 10% The loan is to be repaid
from Banks banks loans p.a. as per the repayment
schedule in equivated
annual instalments.
13 Vehicle loans Financial 21.36 20.31 25.11 12.58 19.99 5.85Hypothecation of specific vehicles purchased out of the proceeds of those 9% to 10% As per the Repayment
from Others Institutions loans schedule in equivated
annual instalments
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

S. Nature of Lender As at As at As at
No. loan 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
14 Compulsory Ascent - - 2,419.16 - - - Not applicable 8.65% p.a. The CCDs shall be
convertible Investment compulsorily converted
debentures Holdings Pte. into 210,703 equity
Limited shares at a premium of
INR 227.30 per equity
share: (a) on the date i.e.
10 years from the date
of issue or (b) on the day
that is the 15th business
day from the date of
issuance of a CCD
conversion notice by
the Investor, in respect
of the CCD held by the
Investor. The Same has
been converted on 2nd
December 2017.
15 Finance lease Connect 9.10 341.59 132.66 266.01 374.90 248.01 Pledge of fixed deposits of INR 68.9 Lakh and refundable security deposit 8.68% p.a. to INR 60.85 for every
obligations Residuary amounting INR 181.1 Lakh. 9.37% p.a. INR 1000 value of
Private machinery in 20 quaterly
Limited installmeents.
16 Finance lease GE Capital 336.13 286.22 603.04 274.74 877.79 218.34 Secured by way of ownership of leased equipment and personal 14% to 15% 60 monthly installment
obligations India Limted guarantee of Mr. Jasbir singh (Chairman & CEO) and Mr. Daljit singh p.a. from the date of
(Managing Director). respective drawdown as
per repayment schedule.
17 Finance lease Lessor of 12.41 1.56 12.41 1.56 12.39 1.56 Secured by the hypothecation of assets financed Refer note 48
obligations leasehold
lands
Less : Unamortised processing (17.83) - (389.10) - (152.03) -
fees
Total 969.58 995.06 21,953.98 2,513.52 15,978.69 2,943.54
(ii) Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and note 51 - Financial risk management for assessment of expected credit losses.
Amber Enterprises India Limited
145

Statutory Reports 25-111 Financial Section 112-252

 146 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

24. TRADE PAYABLES (NON-CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Dues to micro and small enterprises [refer note 29(i)] - - -
18-19

Dues to creditors other than micro enterprises and small

- - 3,883.93
enterprises
- - 3,883.93
Chairman and CEO’s Perspective

Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 51 - Financial risk management for assessment of expected credit losses.

25. PROVISIONS (NON-CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Provision for employee benefits
1-24

Gratuity (refer note 49) 227.92 188.85 152.00

Leave encashment 39.98 54.47 60.06
Corporate Overview

267.90 243.32 212.06

26. DEFERRED TAX LIABILITIES (NET)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Deferred tax liability arising on account of :
Timing difference on depreciation and amortisation of
5,616.54 4,841.06 3,187.93
fixed assets
Financial assets and financial liabilities at amortised cost - - 39.87
Others 2.07 1.01 0.70
Deferred tax asset arising on account of :
Provision for employee benefits 171.35 134.20 95.09
Financial assets and financial liabilities at amortised cost 51.18 76.19 -
Provision for doubtful debts 10.82 10.71 9.56
Adjustment for compulsory convertible debentures - 837.22 -
Others - 0.89 7.83
Tax credit (minimum alternative tax) 3,276.85 3,283.99 2,307.77
Deferred tax liabilities (net) 2,108.41 498.87 808.25
 Amber Enterprises India Limited 147

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

Movement in deferred tax liabilites

(All amount in INR Lakh unless stated otherwise)
Recognised
in other Recognised
comprehensive statement of profit
Particulars 01 April 2016 income/ equity and loss 31 March 2017
Liabilities
Timing difference on depreciation and
3,187.93 - 1,653.13 4,841.06
amortisation of fixed assets
Financial assets and financial liabilities at
39.87 - (39.87) -
amortised cost
Fair valuation of derivative contracts - - - -
Others 0.70 - 0.31 1.01
Assets
Provision for employee benefits (95.09) (2.36) (36.75) (134.20)
Financial assets and financial liabilities at
- - (76.18) (76.19)
amortised cost
Trade receivables (9.56) - (1.15) (10.71)
Adjustment for compulsory convertible
- (847.71) 10.49 (837.22)
debentures
Others (7.83) - 6.94 (0.89)
Tax credit (minimum alternative tax) (2,307.77) - (976.22) (3,283.99)
Deferred tax liabilities/(assets) (net) 808.25 (850.07) 540.70 498.87

(All amount in INR Lakh unless stated otherwise)

Recognised
in other Recognised
comprehensive statement of profit
Particulars 01 April 2017 income/ equity and loss 31 March 2018
Liabilities
Timing difference on depreciation and
4,841.06 - 775.48 5,616.54
amortisation of fixed assets
Others 1.01 - 1.06 2.07
Assets
Provision for employee benefits (134.20) 12.75 (49.90) (171.35)
Financial assets and financial liabilities at
(76.19) - 25.02 (51.18)
amortised cost
Trade receivables (10.71) - (0.11) (10.82)
Adjustment for compulsory-convertible
(837.22) 804.58 32.64 -
debentures
112-252

Others (0.89) - 0.89 -

Tax credit (minimum alternative tax) (3,283.99) - 7.14 (3,276.85)
Deferred tax liabilities/(assets) (net) 498.87 817.33 792.22 2,108.41
Financial Section
25-111
Statutory Reports
 148 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

27. OTHER NON-CURRENT LIABILITIES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Deferred revenue 260.85 288.40 315.94
18-19

260.85 288.40 315.94

Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 51 - Financial risk management for assessment of expected credit losses
Chairman and CEO’s Perspective

28. SHORT-TERM BORROWINGS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Secured
Working capital demand loans - 2,172.85 4,669.50
Cash credits 1,877.47 1,958.01 6,250.25
Overdraft facilities - - 106.99
1-24

Buyers credit 1,049.04 3,167.73 1,654.45

Dues for bill discounted 139.37 2,711.79 4,118.55
3,065.88 10,010.38 16,799.74
Corporate Overview

Unsecured
Dues for bill discounted - 3,232.64 6,306.13
- 3,232.64 6,306.13
Total 3,065.88 13,243.02 23,105.87
Notes:

a. Details of security of short term borrowings for the year ended 31 March 2018
Cash Credits, Bill Discounting and Buyers’ Credit facilities (except IDFC Bank) 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
unencumbered moveable fixed assets 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 Plot No. C-2, Phase-II, Focal Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and
Plot No. D-36-37-38, Selaqui, Dehradun, Uttaranchal in the name of the Company and negative lien on Plot No. C-12
Urban Estate Focal Point, Rajpura, Punjab in the name of Acama Appliances Private Limited. The loans are also secured
by personal guarantee of Mr. Jasbir Singh (Chairman and CEO) and Mr. Daljit Singh (Managing Director) and corporate
guarantees of Acme Fabrications Private Limited and Acama Appliances Private Limited. Short Term Borrowings
sanctioned from IDFC Bank i.e. INR 4750 Lakh is secured by subservient charge on on all the present and future current
assets of the Company and also secured by personal guarantee of Mr. Jasbir Singh (Chairman and CEO) and Mr. Daljit
Singh (Managing Director).Out of this INR 4750 Lakh, INR 1750 Lakh is also secured by exclusive charge on Plant &
Machinery situated at jhajjar and INR 3000 Lakh is also secured by exclusive charge on immovable property situated at
A-1/1A, Selaqui, Dehradun.

b. Terms of repayment and interest rate for the year ended 31 March 2018
Cash Credit from Banks amounting to INR 1,877.47 Lakh, carrying interest rate varying from 9.20% p.a. to 12.00% p.a.
is repayable on demand.
Buyers’ Credit from Banks amounting to INR 1,049.04 Lakh carrying interest rate varying from LIBOR+ 0.25% p.a. to
0.75% p.a. is repayable on demand.
Discounting facilities include secured purchase bills discounting of INR 139.37 Lakh, carrying interest rate at 8.6% p.a.
is repayable on demand.
 Amber Enterprises India Limited 149

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

c. Details of security of short term borrowings for the year ended 31 March 2017
Working Capital Demand Loans, Cash Credits, Bill Discounting and Buyers’ Credit facilities (except IDFC Bank and
Tata capital financial services limited) 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 unencumbered moveable fixed assets 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 Plot No. C-2, Phase-II, Focal
Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-37-38, Selaqui, Dehradun,
Uttaranchal in the name of the Company and negative lien on Plot No. C-12 Urban Estate Focal Point, Rajpura, Punjab in
the name of Acama Appliances Private Limited. The loans are also secured by personal guarantee of Mr. Kartar Singh
(Chairman Emeritus), Mr. Jasbir Singh (Chairman & CEO), Mr. Kirpal Singh (Director) and and Mr. Daljit Singh ( Managing
Director) and corporate guarantees of Acme Fabrications Private Limited and Acama Appliances Private Limited. Short
Term Borrowings sanctioned from IDFC Bank i.e. INR 3000 Lakh is secured by exclusive charge on immovable property
situated at A-1/1A, Selaqui, Dehradun and INR 1750 Lakh is secured by exclusive charge on Plant & Machinery (written
down value INR 600 Lakh) of the company property situated at Rajpura and land & building of the Plant situated at
H-23, Integrated Industrial Estate,Selaqui , Dehardun.The loans are also secured by personal guarantee of Mr. Jasbir
Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director). Short Term Borrowings sanctioned from Tata Capital
Financial Services ltd. of INR 5000 Lakh is secured by subservient charge on all the present and future current assets
of the Company and also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh
(Managing Director).

d. Terms of repayment and interest rate for the year ended 31 March 2017
Working capital demand loans from Banks amounting to INR 2,172.85 Lakh carrying interest rate varying from 9.50%
p.a. to 11.35% p.a. is repayable on demand.
Cash Credit from Banks amounting to INR 1,958.01, carrying interest rate varying from 10.25% p.a. to 12.25% p.a. is
repayable on demand.
Buyers’ Credit from Banks amounting to INR 3,167.73 Lakh carrying interest rate varying from LIBOR+ 0.30% p.a. to
0.75% p.a. is repayable on demand.
Discounting facilities include secured sale and purchase bills discounting of INR 2366.69 and INR 345.10 Lakh
respectively, unsecured sale bills discounting of INR 3232.64 Lakh, carrying interest rate varying from 8.70% p.a. to
10.50% p.a. is repayable on demand.

e. Details of security of short term borrowings for the year ended 01 April 2016
Working Capital Demand Loans, Cash Credits, Bill Discounting, Overdraft and Buyers’ Credit facilities (except IDFC Bank
and Tata capital financial services limited) 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 unencumbered moveable fixed assets 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 Plot No. C-2, Phase-II, Focal
Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-37-38, Selaqui, Dehradun,
Uttaranchal in the name of the Company and negative lien on Plot No. C-12 Urban Estate Focal Point, Rajpura, Punjab in
the name of Acama Appliances Private Limited. The loans are also secured by personal guarantee of Mr. Kartar Singh
112-252

(Chairman Emeritus), Mr. Jasbir Singh (Chairman & CEO), Mr. Kirpal Singh (Director) and and Mr. Daljit Singh (Managing
Director) and corporate guarantees of Acme Fabrications Private Limited and Acama Appliances Private Limited. Short
Term Borrowings sanctioned from IDFC Bank i.e. INR 2000 Lakh is secured by subservient charge on all the present
Financial Section

and future current assets of the Company and Exclusive charge on Land and Buliding situated at 686/58 & 691/59 ,
Trilok Road, Kheri, Kalaamb, Himachal Pradesh and exclusive charge on Plant and Machinery of WDV of INR 600 Lakh.
It is also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director).
Short Term Borrowings sanctioned from Tata Capital Financial Services ltd. of INR 4000 Lakh is secured by subservient
charge on all the present and future current assets of the Company and also secured by personal guarantee of Mr.
25-111

Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director).
Statutory Reports
 150 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

f. Terms of repayment and interest rate for the year ended 01 April 2016
Working capital Demand loans from banks amounting to INR 4,669.50 Lakh carrying interest rate varying from 10.10%
to 12.00% is repayable on demand.
Cash Credit from banks amounting to INR 6,250.25 Lakh carrying interest rate varying from 11.15% to 12.75% is
repayable on demand.
18-19

Buyers’ Credit from banks amounting to INR 1,654.45 Lakh carrying interest rate varying from LIBOR+ 0.45% to 1.35%
is repayable on demand.
Overdraft facilities from banks amounting to INR 106.99 Lakh carrying interest rate varying from 12% to 12.25% is
Chairman and CEO’s Perspective

repayable on demand.
Discounting facilities include secured sale and purchase bills discounting of INR 3431.54 Lakh and INR 687.01 Lakh
respectively, unsecured sale bills discounting of INR 6306.13 Lakh, carrying interest rate varying from 10.00% p.a. to
12.50% p.a. is repayable on demand.

g. Reconciliation of liabilities arising from financing activities

(All amount in INR Lakh unless stated otherwise)
Long-term Short-term
Description borrowings borrowings Total
1-24

As at 1 April 2017 24,467.50 13,243.02 37,710.52

Cash flows:
Corporate Overview

Proceeds from borrowings 4,020.15 - 4,020.15

Repayment of borrowings (24,478.98) (10,272.92) (34,751.90)
Non-cash:
Debentures converted into equity shares (2,419.16) - (2,419.16)
Foreign currency fluctuation impact - (1.30) (1.30)
Impact of amortised cost adjustment for borrowings
375.13 97.08 472.21
and finance lease obligations
As at 31 March 2018 1,964.64 3,065.88 5,030.52

29. TRADE PAYABLES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Due to micro and small enterprises [refer note (i) below] 5,269.74 2,549.61 1,645.36
Dues to others [refer note (ii) below] 42,577.41 38,545.63 25,660.75
47,847.15 41,095.24 27,306.11

(i) Dues to micro and small enterprises pursuant to section 22 of the Micro,Small and Medium Enterprises Development
Act (MSMED),2006
On the basis of confirmation obtained from suppliers who have registered themselves under the Micro, Small and
Medium Enterprises Development Act ,2006 (MSMED Act, 2006) and based on the information available with the
company,the following are the details:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Principal amount remaining unpaid 5,260.64 2,497.07 1,623.42
Interest accrued and due thereon remaining unpaid 50.51 30.60 15.68
Interest paid by the company in terms of service 16 of
MSMED Act 2006, along with the amount of the payment
(93.95) - -
made to the suppliers and service providers beyond the
appointed day during the year.
 Amber Enterprises India Limited 151

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
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
9.10 52.54 21.94
the year
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) Includes payable to related party (refer note 44)
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
PICL (India) Private Limited 434.49 2,504.42 2,178.26
Amrit Aircon System Private Limited 4.00 7.94 -
(iii) The carrying values are considered to be reasonable approximation of their fair values.

30. OTHER FINANCIAL LIABILITIES (CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Current maturities of long-term debts:
Term loan (also refer note 23)
-from banks - 800.00 1,538.10
-from others 342.05 1,155.61 931.69
Vehicle loan (also refer note 23)
-from banks 3.33 3.04 -
-from others 20.31 12.58 5.85
Finance lease obligation 629.37 542.29 467.90
Creditors for capital expenditure 216.21 501.63 401.46
Interest accrued 34.31 193.98 146.35
Expenses payable* [refer note (i) below] 1,109.15 229.46 212.28
Employee related payables [refer note (ii) below] 399.59 434.24 422.01
Forward payable [net of forward receivable INR nil (31 March
- 3.80 -
2017 : INR 15,031,491 ; 01 April 2016 : INR Nil)]
2,754.32 3,876.63 4,125.64
112-252

*includes payables for offer related expenses

(i) Expenses payable includes amount payable to related party:

Financial Section

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Mr. Jasbir Singh 1.99 - -
Mr. Daljit Singh 12.12 - -
Mr. Kartar Singh 1.05 - -
25-111
Statutory Reports
 152 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(ii) Include payable to Key Managerial Persons (refer note 44)

(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Mr. Kirpal Singh - 0.25 1.19
18-19

Mr. Kartar Singh - 0.80 3.60

Ms. Sukhmani Lakhat (director as at 31 March 2016) - - 4.40
Mr. Daljit Singh 9.26 4.58 18.94
Chairman and CEO’s Perspective

Mr. Jasbir Singh - 5.28 6.37

Mr. Udaveer Singh 2.29 - -
Mr. Sudhir Goyal 0.89 - -
Ms. Konica Yadav 0.46 - -
Mr. Sanjay Arora 3.37 - -
Mr. Sachin Gupta 1.86 - -
(iii) The carrying values are considered to be reasonable approximation of their fair values.
1-24

31. OTHER CURRENT LIABILITIES

(All amount in INR Lakh unless stated otherwise)

Corporate Overview

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Advance from customers 56.40 9.88 1.20
Payable to statutory authorities 3,259.68 651.61 626.30
Deferred revenue 126.13 111.16 73.12
3,442.21 772.65 700.62

32. PROVISIONS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Provision for employee benefits
Gratuity (refer note 49) 17.74 20.13 17.79
Leave encashment 68.10 32.42 2.73
85.84 52.55 20.52

33. CURRENT TAX LIABILITIES (NET)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Provision for income tax [net of advance tax and taxes
deducted at source
530.75 128.67 -
INR 1,428.66 Lakh (31 March 2017 : INR 781.02 Lakh ; 01 April
2016 : INR nil)]
530.75 128.67 -
 Amber Enterprises India Limited 153

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

34. REVENUE FROM OPERATIONS

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Operating revenue
Sale of products (including excise duty) 1,92,165.22 1,62,007.64
Other operating revenues
Scrap sales 1,683.56 1,194.18
Budgetory support under GST Regime 1,050.39 -
Job work charges 98.30 35.20
1,94,997.47 1,63,237.02

35. OTHER INCOME

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Interest from
Bank deposits 149.55 144.42
Other financial assets carried at amortised cost 40.74 70.26
Other income
Lease rent (refer note 48) 36.00 36.00
Insurance claims 10.73 3.14
Profit on disposal of fixed assets (net) 32.41 33.52
Government grant income 27.55 27.55
Business support income 3.36 -
Foreign exchange fluctuation (net) 456.47 459.69
Sales tax refund earlier years - 1.62
Bad debts recovered - 21.80
Miscellaneous income 11.92 18.12
768.73 816.12

36. COST OF MATERIALS CONSUMED

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Opening stock
Raw material 18,047.77 17,395.93
Stores, spares and other consumables 178.52 211.92
Packing material 259.17 248.61
Less: Credits under Goods and Service Tax Act, 2017 (refer note (ii) below) (327.55) -
Add: Purchases made during the year 1,64,675.50 1,34,438.38
112-252

1,82,833.41 1,52,294.84
Less: Closing stock
Raw material 22,876.78 18,047.77
Financial Section

Stores, spares and other consumables 109.27 178.52

Packing material 757.86 259.17
1,59,089.50 1,33,809.38
Notes:
(i) As per transitional provisions for GST, the Company has availed benefits of input tax credits available under GST for
25-111

units which were tax exempted under earlier laws on stocks lying with the Company as on 30 June 2017. Required
adjustments aggregating to INR 327.55 Lakh have been made in the cost of raw material consumed for the period
against purchases made during the last year which were lying with the Company in stocks as on 30 June 2017 too.
Statutory Reports
 154 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

37. CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Opening stock
18-19

Work-in-progress 1,136.46 147.04

Finished goods 4,293.19 2,314.13
Scrap 215.33 196.05
Chairman and CEO’s Perspective

Closing stock
Work-in-progress 162.85 1,136.46
Finished goods 3,231.74 4,293.19
Scrap 66.67 215.33
Impact of excise duty on opening/closing stock 251.07 (81.18)
1,932.65 (2,906.58)

38. EMPLOYEE BENEFITS EXPENSE

(All amount in INR Lakh unless stated otherwise)

1-24

For the year ended For the year ended

Particulars 31 March 2018 31 March 2017
Salary, wages and bonus 3,885.48 3,496.28
Corporate Overview

Contribution to provident and other funds 244.27 178.69

Staff welfare expenses 53.42 124.65
4,183.17 3,799.62
For disclosures related to provision for employee benefits, refer note 49 - Employee benefit obligations

39. FINANCE COSTS (REFER NOTE BELOW)

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Interest on
- Term loans 1,668.76 2,064.55
- Others 2,982.59 3,947.43
Other borrowing costs 154.37 79.05
4,805.72 6,091.03
Less: borrowing costs capitalised [refer note 4(ii)] 148.50 176.52
4,657.22 5,914.51
Note:
On 2 December 2017, 10 nos. compulsory convertible debentures (the “CCD’s”) with face value of INR 500 Lakh each
were converted into equity shares of the Company prior to filing of the red herring prospectus with the Registrar of
Companies as per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has paid interest on such conversion as if conversion took place on the second anniversary of
allotment of CCDs, as agreed vide letter dated 26 September 2017 entered with Ascent Investment Holdings Pte
Limited. This has resulted in additional finance cost amounting to INR 481.08 Lakh due to early conversion of CCDs.
Further, during the year ended 31 March 2018, the Company has charged off unamortized borrowing cost of INR
288.81 Lakh respectively in the statement of profit and loss due to replacement of loans carrying higher interest with
loans carrying comparatively lower interest and prepayment of long term loans from Initial Public Offering proceeds.

40. DEPRECIATION AND AMORTISATION EXPENSE

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Depreciation of property, plant and equipment [refer note 4] 3,170.40 2,774.61
Amortisation of intangible assets [refer note 7] 1,146.07 838.82
4,316.47 3,613.43
 Amber Enterprises India Limited 155

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

41. OTHER EXPENSES

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Power, fuel and water charges 2,016.94 1,954.59
Contractual labour charges 1,414.86 1,140.50
Loading and unloading charges 1,398.44 1,189.78
Freight Charges 1,369.00 1,335.16
Legal and professional fees 303.98 644.51
Workshop expenses 78.32 67.33
Travelling and conveyance 420.33 330.17
Repairs and maintenance
-plant and machinery 368.40 240.26
-buildings 82.30 54.18
-others 162.29 76.82
Insurance 50.56 50.41
Rent
-plant and machinery 891.02 825.53
-buildings 415.64 350.62
-others 4.02 -
Rates and taxes 25.75 11.24
Directors' sitting fees 17.20 -
Bank charges 23.53 19.86
Job work charges 75.41 76.24
Communication expenses 58.97 74.15
Donation 6.00 3.92
Vehicle running expenses 37.67 40.53
Corporate social responsibility expenditure [refer note 54] 118.82 10.23
Printing and stationary 27.95 39.61
Business promotion expenses 27.86 10.25
Advances and other balance written off 86.08 19.81
MTM loss on forward contracts - 3.80
Bad debts 16.70 52.50
Miscellaneous expenses 481.83 306.46
9,979.87 8,928.46

i) Payment to the statutory auditor

112-252

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Financial Section

Particulars 31 March 2018 31 March 2017

For statutory audit 22.50 22.50
Reimbursement of expenses 1.67 0.91
Total* 24.17 23.41
*Other than this, expenses aggregating INR 75.43 Lakh, amongst other share issue expenses, have been adjusted
25-111

against securities premium [refer note 22]

Statutory Reports
 156 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

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

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
18-19

393.65 233.32 1,351.37

43 CONTINGENT LIABILITY NOT PROVIDED FOR EXISTS IN RESPECT OF :

Chairman and CEO’s Perspective

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
a) Service tax* 13.29 12.83 12.83
b) Sales tax** 197.86 152.79 152.79
c) Income-tax*** 28.49 28.49 53.93
d) Octroi tax 15.58 15.58 15.58
e) Excise duty**** 57.52 57.52 58.33
1-24

Claims against the Company not

f) acknowledged as debts
Corporate Overview

On account of claims by vendors 12.39 12.39 12.39

On account of claims by employees 1.58 1.58 1.58
g) Guarantees
Corporate guarantees issued in favor of 7,200.00 5,250.00 7,300.00
PICL (India) Private Limited
h) Bonus***** 1.60 1.60 1.60

* Includes amount paid under protest INR 13.29 Lakh (31 March 2017 : INR Nil ; 01 April 2016 INR Nil).
** Includes amount paid under protest INR 2 Lakh (31 March 2017 : INR 2 Lakh ; 01 April 2016 INR 2 Lakh). Also, the
amount appearing above is after netting off INR 14.57 Lakh already provided for in the books of accounts.
*** Includes amount paid under protest INR 37.81 Lakh (31 March 2017 : INR 37.81 Lakh ; 01 April 2016 : INR 37.81 Lakh).
Also, the amount appearing above is after netting off INR 9.32 Lakh already provided for in the books of accounts.
**** Includes amount paid under protest INR 29.05 Lakh (31 March 2017 : INR 29.05 Lakh ; 01 April 2016 : INR nil).
*****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.

44 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
II. Entities over which significant influence is exercised by Amrit Aircon System Private Limited
the company /key management personnel Amber Organic Farming Private Limited
(either individually or with others) (till 25 August 2017)
Amber Aviation (India) Private Limited
(till 7 October 2016)
Acme Fabrications Private Limited (till 25 August 2017)
Acme Engineering and Fabrications
III. Key management personnel (KMP)
a. Mr. Kartar Singh
(Chairman Emeritus)
(Director till 25 August 2017)
 Amber Enterprises India Limited 157

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

b. Mr. Jasbir Singh

(Chairman and CEO)
c. Mr. Daljit Singh
(Managing Director)
d. Mr. Kirpal Singh
(Director till 12 January 2017)
e. Ms. Sukhmani Lakhat
(Director till 12 January 2017)
f. Mr. Girish Kumar Ahuja
(Independent Director w.e.f. 26 September 2017)
g. Ms. Sudha Pillai
(Independent Director w.e.f. 26 September 2017)
h. Mr. Satwinder Singh
(Independent Director w.e.f. 26 September 2017)
i. Manoj Kumar Sehrawat
(Non-Executive Director)
i. Mr. Sanjay Arora
(Director Operations)
j. Mr. Udaiveer Singh
(President-RAC)
k. Sachin Gupta
(Vice President-RAC)
i. Mr. Sudhir Goyal
(Chief Financial Officer)
j. Ms. Konica Yadav
(Company Secretary and Compliance Officer)
The following transactions were carried out with related parties in the ordinary course of business for the year ended 31
March 2018

(All amount in INR Lakh unless stated otherwise)

Entities over which
S significant influence Key management
No. Particulars Subsidiaries is exercised personnel
(A) Transactions made during the year:
1 Rent paid
Acme Fabrications Private Limited - 11.40 -
Mr. Jasbir Singh - - 45.60
112-252

Mr. Daljit Singh - - 17.10

2 Sale of raw material
PICL (India) Private Limited 107.55 - -
Financial Section

IL JIN Electronics (India) Private Limited 38.29 - -

Appserve Appliance Private Limited 7.48 - -
3 Purchase of raw material
PICL (India) Private Limited 3,639.27 - -
25-111

4 Purchase of MEIS License

PICL (India) Private Limited 34.07
Statutory Reports
 158 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

Entities over which
S significant influence Key management
No. Particulars Subsidiaries is exercised personnel
5 Rent received
PICL (India) Private Limited 36.00 - -
18-19

6 Remuneration paid
Mr. Kartar Singh (remuneration till date of resignation) - - 2.75
Chairman and CEO’s Perspective

Ms. Sukhmani Lakhat (remuneration till date of resignation) - - 2.00

Mr. Kirpal Singh (remuneration till date of resignation) - - 0.50
7 Remuneration Paid to KMP's
Director sitting fees - - 17.20
Post-employment benefits - - 94.28
Salary Paid* - - 399.95
*Name of KMP
Mr. Jasbir Singh - - 129.60
1-24

Mr. Daljit Singh - - 109.50

Mr. Sudhir Goyal - - 19.20
Corporate Overview

Ms. Konica Yadav - - 6.28

Mr. Sanjay Arora - - 64.77
Mr. Sachin Gupta - - 30.27
Mr. Udaveer Singh - - 40.34
8 Personal guarantees taken
Mr. Jasbir Singh - - 14,000.00
Mr. Daljit Singh - - 14,000.00
9 Personal guarantees Surrendered
Mr. Jasbir Singh - - 35,500.00
Mr. Daljit Singh - - 35,500.00
10 Corporate guarantee given
PICL (India) Private Limited 3,200.00 - -
11 Corporate guarantee surrendered during the year
PICL (India) Private Limited 2,700.00 - -
12 Reciept of IPO proceeds on behalf of selling
shareholders
Mr. Jasbir Singh - - 6,245.83
Mr. Daljit Singh - - 6,245.83
13 Payment made to selling shareholders for their
portion of IPO proceeds
Mr. Jasbir Singh - - 5,897.88
Mr. Daljit Singh - - 5,897.88
14 Expenses incurred on behalf of the selling
shareholders*
Mr. Jasbir Singh - - 142.05
Mr. Daljit Singh - - 142.05
*These are inclusive of applicable taxes.
 Amber Enterprises India Limited 159

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(B) Balances at year end

(All amount in INR Lakh unless stated otherwise)
Entities over which
S significant influence Key management
No. Particulars Subsidiaries is exercised personnel
1 Corporate guarantee given **
PICL (India) Private Limited 5,750.00 - -
2 Trade payables
PICL (India) Private Limited 258.94 - -
Amrit Aircon System Private Limited - 4.00 -
3 Trade receivable
IL JIN Electronics (India) Private Limited 68.93 - -
Appserve Appliance Private Limited 8.33 - -
4 Expenses payable
(disclosed under other current financial liabilities)
Mr. Jasbir Singh - - 1.99
Mr. Daljit Singh - - 1.29
Mr. Kartar Singh - - 1.05
5 Rent payable
(disclosed under other current financial liabilities)
Mr. Daljit Singh - - 10.83
6 Security deposits given (disclosed under non-current
loans)
Mr. Jasbir Singh - - 79.80
Mr. Daljit Singh - - 79.80
7 Payable to KMP's
(disclosed under other current financial liabilities)
Mr. Daljit Singh - - 9.26
Udaveer Singh - - 2.29
Sudhir Goyal - - 0.89
Konica Yadav - - 0.46
Sanjay Arora - - 3.37
Sachin Gupta - - 1.86
8 Loans to KMP's (disclosed under current loans)
Sudhir Goyal - - 2.15
Konica Yadav - - 0.13
Sanjay Arora - - 1.68
Sachin Gupta - - 3.73
9 Personal guarantees taken *
Mr. Jasbir Singh - - 61,846.30
Mr. Daljit Singh - - 61,846.30
10 Expenses to be incurred on behalf of the selling
112-252

shareholders#
Mr. Jasbir Singh - - 205.90
Mr. Daljit Singh - - 205.90
Financial Section

#These are inclusive of applicable taxes.

* The above disclosed balances of personal guarantees taken include original sanctioned limits of working capital borrowings
and term loans by the continuing banks. However, at 31 March 2018, the outstanding balance of working capital borrowings
and the term loans in respect of which personal guarantees have been taken stands at INR 23,641.62 Lakh of Mr. Jasbir
Singh and INR 23,641.62 Lakh of Mr. Daljit Singh
25-111

** The above disclosed balances of corporate guarantee given include original sanctioned limits of working capital borrowings
and term loans by the continuing banks. However, at 31 March 2018, the outstanding balance of working capital borrowings
Statutory Reports

and the term loans in respect of which corporate guarantees has been given stands at INR 4,588.12 Lakh.
 160 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

The following transactions were carried out with related parties in the ordinary course of business for the year ended 31
March 2017

(All amount in INR Lakh unless stated otherwise)

Entities over which
S significant influence Key management
No. Particulars Subsidiaries is exercised personnel
18-19

(A) Transactions made during the year:

1 Rent paid
Chairman and CEO’s Perspective

Acme Fabrications Private Limited - 27.27 -

Mr. Jasbir Singh - - 45.60
Mr. Daljit Singh - - 17.10

2 Sale of raw material

PICL (India) Private Limited 0.31 - -

3 Purchase of raw material

1-24

PICL (India) Private Limited 3,592.45 - -

Amrit Aircon System Private Limited - 7.94 -
Corporate Overview

4 Purchase of fixed assets

PICL (India) Private Limited 0.38 - -

5 Rent received
PICL (India) Private Limited 36.00 - -

6 Expenses incurred on behalf of Company

PICL (India) Private Limited 0.18 - -

7 Expenses incurred by the Company on behalf of other

parties
PICL (India) Private Limited 4.08 - -

8 Interest Expense
PICL (India) Private Limited 49.40 - -

9 Remuneration paid
Mr. Kartar Singh - - 12.00
Mr. Jasbir Singh - - 129.60
Mr. Daljit Singh - - 115.20
Ms. Sukhmani Lakhat (remuneration till date of
resignation) - - 9.39
Mr. Kirpal Singh (remuneration till date of resignation) - - 2.35

10 Personal guarantees taken

Mr. Jasbir Singh - - 27,434.93
Mr. Daljit Singh - - 27,434.93

11 Corporate guarantee taken

Acme Fabrications Private Limited - 11,500.00 -
 Amber Enterprises India Limited 161

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

Entities over which
S significant influence Key management
No. Particulars Subsidiaries is exercised personnel
(B) Balances at year end
1 Corporate guarantee taken *
Acme Fabrications Private Limited - 27,800.00 -

2 Corporate guarantee given ** - - -

PICL (India) Private Limited 5,250.00 - -

3 Trade payables
PICL (India) Private Limited 2,504.42 - -
Amrit Aircon System Private Limited - 7.94 -

4 Expenses payable
(disclosed under other financial liabilities)
Acme Fabrications Private Limited - 7.51 -

5 Security deposits given

(disclosed under current loans)
Acme Fabrications Private Limited - 385.00 -

6 Security deposits given

(disclosed under non-current loans)
Mr. Jasbir Singh - - 79.80
Mr. Daljit Singh - - 79.80

7 Remuneration payable
(disclosed under other financial liabilities)
Mr. Kirpal Singh - - 0.25
Mr. Kartar Singh - - 0.80
Mr. Jasbir Singh - - 5.28
Mr. Daljit Singh - - 4.58

8 Personal guarantees taken *

Mr. Kartar Singh - - 3,750.00
112-252

Mr. Jasbir Singh - - 83,346.30

Mr. Daljit Singh - - 83,346.30
Financial Section

Mr. Kirpal Singh - - 1,650.00

* The above disclosed balances of corporate guarantees and personal guarantees taken include original sanctioned limits
of working capital borrowings and term loans by the continuing banks. However, at 31 March 2017, the outstanding balance
of working capital borrowings and the term loans in respect of which corporate guarantees and personal guarantees have
been taken stands at INR 15,246.00 Lakh of Acme Fabrications Private Limited, INR 1695.09 Lakh of Mr. Kartar Singh,
25-111

INR49,418.23 Lakh of Mr. Jasbir Singh, INR 49,418.23 Lakh of Mr. Daljit Singh and INR 16.22 Lakh of Mr. Kirpal Singh.
** The above disclosed balances of corporate guarantee given include original sanctioned limits of working capital borrowings
and term loans by the continuing banks. However, at 31 March 2017, the outstanding balance of working capital borrowings
Statutory Reports

and the term loans in respect of which corporate guarantees has been given stands at INR 3,200.62 Lakh.
 162 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

The following transactions were carried out with related parties in the ordinary course of business for the year ended 01 April
2016:
(All amount in INR Lakh unless stated otherwise)
Entities over which
S significant influence Key management
No. Particulars Subsidiaries is exercised personnel
18-19

(A) Balances at year end

1 Corporate guarantees taken **
PICL (India) Private Limited 800.00 - -
Chairman and CEO’s Perspective

Acme Fabrications Private Limited - 26360 -

Acme Engineering and Fabrications 2500

2 Corporate guarantees given **

PICL (India) Private Limited 7,300.00 - -

3 Trade payables
1-24

PICL (India) Private Limited 2,178.26 - -

Corporate Overview

4 Advances to related parties

(disclosed under other current assets)
Acme Fabrications Private Limited - 13.10 -

5 Security deposits given

(disclosed under non-current loans)
Acme Fabrications Private Limited - 385.00 -

6 Security deposits given

(disclosed under current loans)
Mr. Jasbir Singh - - 79.80
Mr. Daljit Singh - - 79.80

7 Remuneration payable
(disclosed under other financial liabilites)
Mr. Kirpal Singh - - 1.19
Mr. Daljit Singh - - 18.94
Mr. Kartar Singh - - 3.60
Ms. Sukhmani Lakhat - - 4.40
Mr. Jasbir Singh - - 6.37

8 Personal guarantees taken*

Mr. Kartar Singh - - 24,850.00
Mr. Jasbir Singh - - 70,680.22
Mr. Daljit Singh - - 68,880.22
Mr. Kirpal Singh - - 6,650.00
* The above disclosed balances of corporate guarantees and personal guarantees taken include original sanctioned limits of
working capital borrowings and term loans by the continuing banks. However, at 01 April 2016, the outstanding balance of
working capital borrowings and the term loans in respect of which corporate guarantees and personal guarantees have been
taken stands at INR 37,321,917 of PICL (India) Private Limited, INR 16,997.69 Lakh of Acme Fabrications Private Limited,
INR 2,246.30 Lakh of Acme Engineering and Fabrications, INR 16,081.48 Lakh of Mr. Kartar Singh, INR 47,903.83 Lakh of Mr.
Jasbir Singh, INR 47,141.72 Lakh of Mr. Daljit Singh and INR 3,726.57 Lakh of Mr. Kirpal Singh.
 Amber Enterprises India Limited 163

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

“** The above disclosed balances of corporate guarantee given include original sanctioned limits of working
capital borrowings and term loans by the continuing banks. However, at 01 April 2016, the outstanding balance of
working capital borrowings and the term loans in respect of which corporate guarantees has been given stands at
INR 7,000 Lakh.”
45 ASSETS PLEDGED AS SECURITY

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Current
Inventories 32,790.15 24,657.72 20,668.31
Trade receivables 33,582.96 29,286.52 23,292.06
Cash and cash equivalents, and other bank balances 12,050.20 3,343.58 1,667.04
Loans, other financial assets and other current assets 4,040.48 2,879.97 2,538.91
Total current assets pledged as security 82,463.79 60,167.79 48,166.32
Non-current
Property, plant and equipment 43,586.89 42,482.07 38,200.09
Total assets pledged as security 126,050.68 102,649.86 86,366.41

46 TAX EXPENSE

(All amount in INR Lakh unless stated otherwise)

As at As at
Particulars 31 March 2018 31 March 2017
Income tax expense recognised in statement of profit and loss
Current tax expense (including taxes earlier years) 1,926.30 893.66
Deferred tax 792.22 540.70
2,718.52 1,434.36
The major components of income tax expense and the reconciliation of expense based on the domestic effective tax rate of
at 34.61% and the reported tax expense in profit or loss are as follows:
(All amount in INR Lakh unless stated otherwise)
As at As at
Particulars 31 March 2018 31 March 2017
Profit before tax 8,917.11 3,851.25
Income tax using the Company's domestic tax rate * 34.61% 34.61%
Expected tax expense [A] 3,086.03 1,332.84
Tax effect of adjustment to reconcile expected income tax expense to reported
income tax expense
Non-deductible expenses/non-taxable income 40.63 0.46
112-252

Tax expense related to earlier years - 12.02

Income not taxable in pursuant to tax holiday (436.08) (188.19)
Change in tax rates during the year - 373.92
Financial Section

Tax credit (Minimum Alternate Tax) 7.14 (94.57)

Others 20.80 (2.12)
Total adjustments [B] (367.51) 101.52
Actual tax expense [C=A+B] 2,718.52 1,434.36
25-111

* Domestic tax rate applicable to the Company has been computed as follows
Base tax rate 30% 30%
Surcharge (% of tax) 12% 12%
Statutory Reports

Cess (% of tax) 3% 3%
Applicable rate 34.61% 34.61%
 164 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

47 EARNINGS PER SHARE

(All amount in INR Lakh unless stated otherwise)

As at As at
Particulars 31 March 2018 31 March 2017
Net profit attributable to equity shareholders 6,198.59 2,416.89
18-19

Number of weighted average equity shares (Nominal value of INR 10 each)

-Basic 26,901,593 22,603,328
Chairman and CEO’s Perspective

-Diluted 26,901,593 22,603,328

Earnings per share-after exceptional items and tax
-Basic 23.04 10.69
-Diluted 23.04 10.69

48 LEASES

Operating leases
The Company has leased some of its premises to a third party under a lease agreement that qualifies as an operating
1-24

lease. Rental income for operating leases for the years ended 31 March 2018 and 31 March 2017 aggregate to INR 36
Lakh and INR 36 Lakh respectively.
The Company is a lessee under various cancellable operating leases. Rental expense for operating leases for the years
Corporate Overview

ended 31 March 2018 and 31 March 2017 was INR 1,310.68 Lakh and INR 1,176.15 Lakh respectively.

Finance leases
a) The Company has taken certain assets on finance lease basis. The legal title to such assets vests with the lessors.
The total minimum lease payments, elements of unearned interest included in such payments and present value
of lease payments are as follows:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Total minimum lease payments 1,263.97 1,685.29 2,346.89
Less: Future interest included in above 276.96 394.89 613.91
Present value of minimum lease payments 987.01 1,290.40 1,732.98
b) The maturity profile of the finance lease obligation is as follows:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Minimum Minimum Minimum
lease Present lease Present lease Present
Year ending after balance sheet date: payment value payment value payment value
Upto one year 736.33 629.37 660.31 542.29 661.60 467.90
One to five years 381.44 349.90 877.03 740.38 1,535.58 1,257.35
More than five years 146.20 7.74 147.95 7.73 149.71 7.72

49 EMPLOYEE BENEFIT OBLIGATIONS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Current Non-current Current Non-current Current Non-current
Gratuity 17.74 227.92 20.13 188.85 17.79 152.00
Leave encashment 68.10 39.98 32.42 54.47 2.73 60.06
Total 85.84 267.90 52.55 243.32 20.52 212.06
 Amber Enterprises India Limited 165

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

A Disclosure of gratuity
(i) Amount recognised in the statement of profit and loss is as under:
(All amount in INR Lakh unless stated otherwise)
As at As at
Description 31 March 2018 31 March 2017
Current service cost 40.20 14.15
Past sevice cost 39.81 -
Interest cost 16.20 37.66
Net impact on profit (before tax) 96.20 51.81
Actuarial loss/(gain) recognised during the year (36.22) 6.83
Amount recognised in total comprehensive income 59.98 58.64
(ii) Change in the present value of obligation:
(All amount in INR Lakh unless stated otherwise)
As at As at
Description 31 March 2018 31 March 2017
Present value of defined benefit obligation as at the beginning of the year 239.20 190.29
Current service cost 40.20 14.15
Past sevice cost 39.81 -
Interest cost 18.54 39.20
Benefits paid (13.86) (11.67)
Actuarial loss/(gain) (36.48) 7.23
Present value of defined benefit obligation as at the end of the year 287.40 239.20
(iii) Movement in the plan assets recognised in the balance sheet is as under:
(All amount in INR Lakh unless stated otherwise)
As at As at
Description 31 March 2018 31 March 2017
Fair value of plan assets at the beginning of the period 30.22 20.50
Actual return on plan assets 2.34 1.54
Contributions 11.24 9.20
Benefits paid (1.79) (1.42)
Actuarial gain/ (loss) (0.26) 0.41
Fair value of plan assets at the end of the period 41.74 30.22
(ii) Reconciliation of present value of defined benefit obligation and the fair value of assets:
(All amount in INR Lakh unless stated otherwise)
As at As at
Description 31 March 2018 31 March 2017
Present value of funded obligation as at the end of the year 287.40 239.20
112-252

Fair value of plan assets as at the end of the period funded status 41.74 30.22
Unfunded/funded net liability recognized in balance sheet 245.66 208.98
Financial Section

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

(All amount in INR Lakh unless stated otherwise)
As at As at
Description 31 March 2018 31 March 2017
Actuarial (gain)/loss from change in demographic assumption - -
25-111

Actuarial (gain)/loss from change in financial assumption (50.17) 10.62

Actuarial (gain)/loss from experience adjustment 13.95 (3.79)
Total actuarial (gain)/loss (36.22) 6.83
Statutory Reports
 166 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(v) Actuarial assumptions

(All amount in INR Lakh unless stated otherwise)
As at As at As at
Description 31 March 2018 31 March 2017 01 April 2016
Discount rate 7.75% 7.50% 8.00%
Rate of increase in compensation levels 5.00% 5.00% 5.00%
18-19

Retirement age 60 years 60 years 60 years

Notes:
Chairman and CEO’s Perspective

1) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet date for
the estimated terms of obligations.
2) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other
relevant factors.
3) Plan assets comprise funds managed by the insurer i.e. Life Insurance Corporation of India (‘LIC’).
4) The Company makes annual contributions to the LIC of an amount advised by them for Rajpura unit only.
5) The best estimated expense for the next year is INR 48.38 Lakh.
1-24

(vi) Sensitivity analysis for gratuity liability

(All amount in INR Lakh unless stated otherwise)
As at As at
Corporate Overview

As at
Description 31 March 2018 31 March 2017 01 April 2016
Impact of change in discount rate
Present value of obligation at the end of the year 287.40 239.20 190.29
- Impact due to increase of 1 % 258.30 216.56 172.75
- Impact due to decrease of 1 % 322.10 266.07 210.80
Impact of change in salary increase
Present value of obligation at the end of the year 287.40 239.20 190.29
- Impact due to increase of 1 % 322.73 265.40 210.21
- Impact due to decrease of 1 % 257.33 216.89 173.11
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.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to previous year
(vii) Maturity profile of defined benefit obligation
(All amount in INR Lakh unless stated otherwise)
As at As at
Description 31 March 2018 31 March 2017
Within next 12 months 17.80 21.82
Between 1-5 years 73.44 65.38
Beyond 5 years 313.82 246.69

50 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.
 Amber Enterprises India Limited 167

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

ii) Financial assets 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.
Level As at As at As at Valuation technique
Description 31 March 2018 31 March 2017 01 April 2016
Financial liabilities
Forward payable Level 2 - 3.80 - Valued using forward
pricing model

(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:
Level As at As at As at
Description 31 March 2018 31 March 2017 01 April 2016
Carrying Fair value Carrying Fair value Carrying Fair value
value value value
Financial assets
Loans Level 3 546.88 560.84 486.89 485.05 565.13 551.72
Other financial assets Level 3 207.73 207.73 582.30 582.30 483.55 483.55
Total financial assets 754.61 768.57 1,069.19 1,067.35 1,048.68 1,035.27
Financial liabilities
Trade payables - Non-current Level 3 - - - - 3,883.93 3,887.18
Borrowings Level 3 969.58 969.58 21,953.98 21,953.98 15,978.69 15,978.69
Total financial liabilities 969.58 969.58 21,953.98 21,953.98 19,862.62 19,865.87
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 loans and receivables 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
nonperformance risk as at 31 March 2018 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.
51 FINANCIAL RISK MANAGEMENT
112-252

i) Financial instruments by category

Financial Section

As at As at As at
31 March 2018 31 March 2017 01 April 2016
Amortised Amortised Amortised
Particulars FVTPL FVOCI cost FVTPL FVOCI cost FVTPL FVOCI cost
Financial assets
Investments* 571.49 - - - - - - - -
25-111

Loans - - 1,824.32 - - 1,418.96 - - 1,227.91

Other financial assets - - 1,664.24 - - 976.06 - - 541.15
Statutory Reports

Trade receivables - - 33,582.96 - - 29,286.52 - - 23,292.06

Cash and cash equivalents - - 10,688.44 - - 1,606.76 - - 568.97
 168 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

As at As at As at
31 March 2018 31 March 2017 01 April 2016
Amortised Amortised Amortised
Particulars FVTPL FVOCI cost FVTPL FVOCI cost FVTPL FVOCI cost
Other bank balances - - 1,361.76 - - 1,736.82 - - 1,098.07
Total 571.49 - 49,121.72 - - 35,025.12 - - 26,728.16
18-19

Financial liabilities
Borrowings - - 5,030.52 - - 37,710.52 - - 42,028.10
Chairman and CEO’s Perspective

Trade payables - - 47,847.15 - - 41,095.24 - - 31,190.04

Other financial liabilities - - 1,759.26 3.80 - 1,359.31 - - 1,182.10
Total - - 54,636.93 3.80 - 80,165.07 - - 74,400.24
*Investments in subsidiaries, associate and joint venture 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 it 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
1-24

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.
Corporate Overview

Risk Exposure arising from Measurement Management

Cash and cash equivalents, Aging analysis Bank deposits,
trade receivables, financial diversification of asset base,
assets measured at credit limits and collateral.
Credit risk amortised cost
Liquidity risk Borrowings and other "Rolling cash flow Availability of committed
liabilities forecasts" credit lines and borrowing
facilities
‘Market risk - foreign exchange Recognised financial Cash flow forecasting Forward contract/hedging,
assets and liabilities not if required
denominated in Indian
rupee (INR)
'Market risk - interest rate Long-term and Short-term Sensitivity analysis Negotiation of terms that
borrowings at variable rates reflect the market factors
The Company’s risk management is carried out by a central treasury department (of the Company) under policies
approved by the board of directors. The board of directors provides principles for overall risk management, as well as
policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess
liquidity.
A) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the company. The company is exposed to this
risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc.
The company’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.
- cash and cash equivalents,
- trade receivables,
- loans and receivables carried at amortised cost, and
- deposits with banks
a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system, continuously
monitoring defaults of customers and other counterparties, identified either individually or by the company,
and incorporates this information into its credit risk controls. Internal credit rating is performed for each class
of financial instruments with different characteristics. The Company assigns the following credit ratings to
each class of financial assets based on the assumptions, inputs and factors specific to the class of financial
assets.
 Amber Enterprises India Limited 169

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

A: Low
B: Medium
C: High
Assets under credit risk –
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Credit rating Particulars 31 March 2018 31 March 2017 01 April 2016
A: Low Loans 1,824.32 1,418.96 1,227.91
Investments 11,194.31 5,030.32 5,030.32
Other financial assets 1,664.24 976.06 541.15
Cash and cash equivalents 10,688.44 1,606.76 568.97
Other bank balances 1,361.76 1,736.82 1,098.07
B: Medium Trade receivables 33,582.96 29,286.52 23,292.06
C: High Trade receivables 30.95 30.95 30.95
Cash & cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated
banks and diversifying bank deposits and accounts in different banks.
Trade receivables
The Company closely monitors the credit-worthiness of the debtors through internal systems that are
configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The
Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due.
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost includes loans and advances to employees, security
deposits and others. Credit risk related to these other financial assets is managed by monitoring the
recoverability of such amounts continuously, while at the same time internal control system in place ensure
the amounts are within defined limits.
b) Expected credit losses
Trade receivables
(i) The company recognises lifetime expected credit losses on trade receivables using a simplified
approach and uses historical information to arrive at loss percentage relevant to each category of trade
receivables.
(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:
Reconciliation of loss allowance Trade receivables
Loss allowance on 1 April 2016 30.95
Add (Less): Changes in loss allowances due to bad debts -
Loss allowance on 31 March 2017 30.95
112-252

Add (Less): Changes in loss allowances due to bad debts -

Loss allowance on 31 March 2018 30.95
Financial Section

Other financial assets measured at amortised cost

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
25-111

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
Statutory Reports

sub-category of such financial assets.

 170 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

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
18-19

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
Chairman and CEO’s Perspective

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 amount in INR Lakh unless stated otherwise)
As at As at As at
31 March 2018 31 March 2017 01 April 2016
- Expiring within one year (cash credit and 35,823.87 30,258.88 16,651.14
other facilities)
1-24

- Expiring beyond one year (bank loans) - - -

35,823.87 30,258.88 16,651.14
Corporate Overview

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 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 amount in INR Lakh unless stated otherwise)
Less than 1 More than 5
31 March 2018 year 1-3 year 3-5 year years Total
Borrowings including interest* 3,520.11 640.23 56.02 - 4,216.36
Trade payable 47,847.15 - - - 47,847.15
Other financial liabilities 1,759.26 1,759.26
Total 53,126.52 640.23 56.02 - 53,822.77

(All amount in INR Lakh unless stated otherwise)

Less than 1 More than 5
31 March 2017 year 1-3 year 3-5 year years Total
Borrowings including interest* 17,945.54 15,781.71 7,416.90 5,810.81 46,954.96
Trade payable 41,095.24 - - - 41,095.24
Other financial liabilities 1,363.11 - - - 1,363.11
Total 60,403.89 15,781.71 7,416.90 5,810.81 89,413.31

(All amount in INR Lakh unless stated otherwise)

Less than 1 More than 5
01 April 2016 year 1-3 year 3-5 year years Total
Borrowings including interest* 27,503.09 13,482.45 4,150.05 1,873.52 47,009.11
Trade payable 31,190.04 4,472.17 - - 35,662.21
Other financial liabilities 1,182.10 - - - 1,182.10
Total 59,875.23 17,954.62 4,150.05 1,873.52 83853.42
* borrowings excludes finance lease obligations, refer note 48 for disclosure of maturity profile of finance
lease obligations
 Amber Enterprises India Limited 171

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

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 amount in INR Lakh unless stated otherwise)
As at As at As at
31 March 2018 31 March 2017 01 April 2016
Amount Amount Amount
Nature in foreign Amount in foreign Amount in foreign Amount
of hedge currency in Indian currency in Indian currency in Indian
instrument Description of hedge (USD) Rupees (USD) Rupees (USD) Rupees
Contract : Forward contract
Forward To take protection - - 231,477.00 150.13 952,889.00 630.58
contract against appreciation in
Indian Rupees against
USD payable in respect
of imports against
buyers credit
Forward To take protection - - 544,721.00 353.30 217,623.00 144.01
contract against appreciation in
Indian Rupees against
USD payable in respect
of imports against letter
of credit
(ii) Unhedged foreign currency risk exposure in INR:
The Companys exposure to foreign currency risk at the end of the reporting period expressed in INR are
as follows
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Financial assets 99.45 68.13 76.77
Financial liabilities 12,611.84 10,707.16 6,264.02
Net exposure to foreign currency risk (12,512.39) (10,639.03) (6,187.25)
(liabilities)
Sensitivity
The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign
currency denominated financial instruments.
(All amount in INR Lakh unless stated otherwise)
As at As at
Particulars 31 March 2018 31 March 2017
112-252

USD sensitivity
INR/USD- increase by 100 bps (31 March 2017 100 bps)* (125.12) (106.39)
Financial Section

INR/USD- decrease by 100 bps (31 March 2017 100 bps)* 125.12 106.39
* Holding all other variables constant
b) Interest rate risk
i) Liabilities
25-111

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31
March 2018, 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.
Statutory Reports
 172 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

Interest rate risk exposure

Below is the overall exposure of the Company to interest rate risk:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
18-19

Variable rate borrowing 3,065.88 25,265.43 29,415.41

Fixed rate borrowing 1,964.64 12445.09 12612.69
Total borrowings 5,030.52 37710.52 42028.10
Chairman and CEO’s Perspective

Amount disclosed under other current 995.06 2,513.52 2,943.54

financial liabilities
Amount disclosed under borrowings 4,035.46 35197.00 39084.56
Sensitivity
Below is the sensitivity of profit or loss and equity changes in interest rates.
(All amount in INR Lakh unless stated otherwise)
As at As at
Particulars 31 March 2018 31 March 2017
1-24

Interest sensitivity*
Interest rates – increase by 100 bps (31 March 2017 100 bps)* 30.66 252.65
Corporate Overview

Interest rates – increase by 100 bps (31 March 2017 100 bps)* (30.66) (252.65)
* Holding all other variables constant
ii) Assets
The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are
therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor
the future cash flows will fluctuate because of a change in market interest rates.
c) Price risk
The Company does not have any significant investments in equity instruments which create an exposure
to price risk.
52 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 amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Long-term borrowings (including current maturities 1,964.64 24467.50 18922.23
of long-term debt)
Total equity 88,297.39 35,329.64 25,122.37
Net debt to equity ratio 0.02 0.69 0.75
 Amber Enterprises India Limited 173

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(b) Dividends

(All amount in INR Lakh unless stated otherwise)

As at As at
Particulars 31 March 2018 31 March 2017
(i) Equity shares
Interim dividend for the year ended 31 March 2017 of INR 2.11 per - 501.33
share (excluding tax)
(ii) Dividends proposed
In addition to the above dividends, the dividend, if any
recommended by the Board of Directors post end of relevant
reporting year shall be accrued and distributed in the year of
approval in annual general meeting.

53 FIRST TIME ADOPTION OF IND AS

These are the Company’s first financial statements prepared in accordance with Ind AS.
The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended 31 March
2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the
preparation of an opening Ind AS balance sheet at 01 April 2016 (the Company’s date of transition). An explanation of how
the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash
flows is set out in the following tables and notes.

A Ind AS optional exemptions

1 Deemed cost for property, plant and equipment, investment property and intangible assets
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and
equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the
previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments
for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38
Intangible Assets and investment property covered by Ind AS 40 Investment Property. Accordingly, the Group has
elected to measure all of its property, plant and equipment, intangible assets and investment property at their
previous GAAP carrying value.
2 Deemed cost for investments in subsidiaries and joint ventures
The Group has elected to continue with the carrying value of all of its investments in subsidiaries, joint ventures
and associates recognised as of 1 April 2016 (transition date) measured as per the previous GAAP as its deemed
cost as at the date of transition.

B Ind AS mandatory exceptions

1 Estimates
An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with
estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference
in accounting policies), unless there is objective evidence that those estimates were in error.
112-252

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with
previous GAAP. The Company made estimates for impairment of financial assets based on expected credit loss
Financial Section

model in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
2 Classification and measurement of financial assets and liabilities
The classification and measurement of financial assets will be made considering whether the conditions as per Ind
AS 109 are met based on facts and circumstances existing at the date of transition.
Financial assets can be measured using effective interest method by assessing its contractual cash flow
25-111

characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable
to assess the use of effective interest method, fair value of financial asset at the date of transition shall be the new
carrying amount of that asset. The measurement exemption applies for financial liabilities as well.
Statutory Reports
 174 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

3 Impairment of financial assets

At the date of transition to Ind AS, determining whether there has been a significant increase in credit risk since
the initial recognition of a financial instrument would require undue cost or effort, the Company has recognised
a loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial
instrument is derecognised.
18-19

C Reconciliations between Previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The
following tables represent the reconciliations from Previous GAAP to Ind AS.
Chairman and CEO’s Perspective

(i) Reconciliation of total equity as at 31 March 2017 and 01 April 2016

(All amount in INR Lakh unless stated otherwise)
As at As at
Particulars Notes 31 March 2017 01 April 2016
Total equity (shareholder's funds) as per previous GAAP 32,680.65 25,154.45
Adjustments:
Measurement of financial assets and liabilities initially at fair Note – 1 (129.88) 199.70
value and subsequently at amortised cost
1-24

Adjustment for Government grant recognised as deferred Note – 2 (69.95) (54.21)

income and amortised on a systematic basis
Corporate Overview

Adjustment for leasehold land obligation accounted as Note – 3 (90.27) (70.68)

finance lease and amortisated over period of lease
Adjustment of compulsory convertible debentures Note – 10 2,580.84 -
Recognition of loss allowance for expected credit losses Note – 5 (30.95) (30.95)
on financial assets measured at amortised cost
Prior period adjustments Note – 4 (29.70) (55.04)
Other adjustments Note – 8 0.39 2.28
Tax effect of adjustments Note – 9 418.51 (23.18)
Total adjustments 2,648.99 (32.08)
Total equity as per Ind AS 35,329.64 25,122.37
(ii) Reconciliation of total comprehensive income for the year ended 31 March 2017
(All amount in INR Lakh unless stated otherwise)
As at
Particulars Notes 31 March 2017
Profit after tax as per Previous GAAP 3,086.32
Adjustments:
Measurement of financial assets and liabilities initially at fair value and Note – 1 (329.58)
subsequently at amortised cost
Adjustment for Government grant recognised as deferred income and Note – 2 27.55
amortised on a systematic basis
Adjustment for leasehold land obligation accounted as finance lease and Note – 3 (19.59)
amortisated over period of lease
Adjustment of compulsory convertible debentures Note – 10 30.29
Revenue and changes in inventories recognised on assets received from Note – 6 784.26
customers
Lease adjustment for assets received from customers Note – 6 (784.26)
Reclassification of excise duty on sale of goods to revenue Note – 7 7,043.07
Reclassification of excise duty on sale of goods to expenses Note – 7 (7,043.07)
Prior period adjustments Note – 4 25.34
Other adjustments Note – 8 4.94
Tax effect of adjustments Note – 9 (408.38)
Total adjustments (669.43)
Profit for the year ended 31 March 2017 2,416.89
 Amber Enterprises India Limited 175

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

As at
Particulars Notes 31 March 2017
Other comprehensive income
Remeasurement of defined benefit obligations (net of tax) (4.47)
Total comprehensive income for the year ended 31 March 2017 2,412.42
(iii) Impact of Ind AS adoption on the Statement of cash flows for the year ended 31 March 2017
The transition from previous GAAP to Ind AS has not made a material impact on the statement of cash flows.
(iv) Reconciliation of the assets and liabilities presented in the balance sheet prepared as per Previous GAAP and as
per Ind AS as at 01 April 2016 is as follows:
(All amount in INR Lakh unless stated otherwise)
Previous
GAAP as at Ind AS as at Previous GAAP
31 March 31 March as at Ind AS as at
Description Notes 2017 Adjustments 2017 1 April 2016 Adjustments 1 April 2016
ASSETS
Non-current assets
Property, plant and 3 43,275.08 (508.62) 42,766.46 39,764.68 (489.05) 39,275.63
equipment
Capital work-in- 490.08 - 490.08 786.23 - 786.23
progress
Investment property - 432.31 432.31 - 432.31 432.31
Goodwill 5.91 2.95 8.86 8.86 - 8.86
Other intangible 5,455.20 - 5,455.20 4,081.34 - 4,081.34
assets
Intangible assets 1,199.28 - 1,199.28 1,983.44 - 1,983.44
under development
Financial assets
Investments 5,030.32 - 5,030.32 5,030.32 - 5,030.32
Loans 1 882.54 (395.65) 486.89 838.61 (273.48) 565.13
Other financial assets 1 336.30 246.00 582.30 194.28 289.27 483.55
Income tax assets 9 67.10 (29.70) 37.40 67.10 (29.70) 37.40
(net)
Other non-current 1 1,097.84 (271.76) 826.08 812.12 (82.65) 729.47
assets
Total non-current 57,839.65 (524.47) 57,315.18 53,566.98 (153.30) 53,413.68
assets

(All amount in INR Lakh unless stated otherwise)

Previous
112-252

GAAP as at Ind AS as at Previous GAAP

31 March 31 March as at Ind AS as at
Description Notes 2017 Adjustments 2017 1 April 2016 Adjustments 1 April 2016
Financial Section

Current assets
Inventories 1,6 24,574.11 83.61 24,657.72 20,843.99 (175.68) 20,668.31
Financial assets
Trade receivables 5 29,317.47 (30.95) 29,286.52 23,323.01 (30.95) 23,292.06
Cash and cash 1,581.22 25.54 1,606.76 552.23 16.74 568.97
25-111

equivalents
Other bank balances 1,762.36 (25.54) 1,736.82 1,114.81 (16.74) 1,098.07
Loans 1 734.01 198.06 932.07 705.41 (42.63) 662.78
Statutory Reports

Other financial assets 393.76 - 393.76 57.60 - 57.60

 176 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

Previous
GAAP as at Ind AS as at Previous GAAP
31 March 31 March as at Ind AS as at
Description Notes 2017 Adjustments 2017 1 April 2016 Adjustments 1 April 2016
Other current assets 1 1,733.93 (179.79) 1,554.14 1,997.06 (178.53) 1,818.53
18-19

Total current assets 60,096.86 70.93 60,167.79 48,594.11 (427.79) 48,166.32

Total assets 117,936.51 (453.54) 117,482.97 102,161.09 (581.09) 101,580.00

Chairman and CEO’s Perspective

(All amount in INR Lakh unless stated otherwise)

Previous
GAAP as at Ind AS as at Previous GAAP
31 March 31 March as at Ind AS as at
Description Notes 2017 Adjustments 2017 1 April 2016 Adjustments 1 April 2016
EQUITY
AND LIABILITIES
Equity
Equity share capital 2,380.98 - 2,380.98 2,170.28 - 2,170.28

Other equity 30,299.67 2,648.99 32,948.66 22,984.17 (32.08) 22,952.09

1-24

Total equity 32,680.65 2,648.99 35,329.64 25,154.45 (32.08) 25,122.37

(All amount in INR Lakh unless stated otherwise)

Corporate Overview

Previous
GAAP as at Ind AS as at Previous GAAP
31 March 31 March as at Ind AS as at
Description Notes 2017 Adjustments 2017 1 April 2016 Adjustments 1 April 2016
Non-current liabilities
Financial liabilities
Borrowings 1, 10 24,911.52 (2,957.54) 21,953.98 16,142.10 (163.41) 15,978.69

Trade payables 1 - - - 4,472.17 (588.24) 3,883.93

Provisions 243.32 - 243.32 212.06 - 212.06

Deferred tax liabilities 9 917.38 (418.51) 498.87 785.07 23.18 808.25
(net)
Other non-current 2 - 288.40 288.40 - 315.94 315.94
liabilities
Total non-current 26,072.22 (3,087.65) 22,984.57 21,611.40 (412.53) 21,198.87
liabilities

(All amount in INR Lakh unless stated otherwise)

Previous
GAAP as at Ind AS as at Previous GAAP
31 March 31 March as at Ind AS as at
Description Notes 2017 Adjustments 2017 1 April 2016 Adjustments 1 April 2016
Current liabilities
Financial liabilities
Borrowings 1 13,367.96 (124.94) 13,243.02 23,343.27 (237.40) 23,105.87

Trade payables 41,100.47 (5.23) 41,095.24 27,306.11 - 27,306.11

Other financial 1 3,780.58 96.05 3,876.63 4,010.75 114.89 4,125.64
liabilities
Other current liabilities 2 661.50 111.15 772.65 627.50 73.12 700.62

Provisions 144.46 (91.91) 52.55 107.61 (87.09) 20.52

Current tax liabilities 128.67 - 128.67 - - -
(net)
Total current 59,183.64 (14.88) 59,168.76 55,395.24 (136.48) 55,258.76
liabilities
Total liabilities 85,255.86 (3,102.53) 82,153.33 77,006.64 (549.01) 76,457.63
Total equity and 117,936.51 (453.54) 117,482.97 102,161.09 (581.09) 101,580.00
liabilities
* The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose
of this note.
 Amber Enterprises India Limited 177

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(v) Reconciliation of the income and expenses presented in the statement of profit and loss prepared as per Indian
GAAP and as per Ind AS as at 31 March 2017 is as follows:
(All amount in INR Lakh unless stated otherwise)
Previous
GAAP as at Ind AS as at
31 March 31 March
Description Notes 2017 Adjustments 2017
Revenue
Revenue from operations 6 162,490.80 746.22 163,237.02
Other income 1,2 720.59 95.53 816.12
Total income 163,211.39 841.75 164,053.14

(All amount in INR Lakh unless stated otherwise)

Previous
GAAP as at Ind AS as at
31 March 31 March
Description Notes 2017 Adjustments 2017
Expenses
Cost of materials consumed 1 134,030.64 (221.26) 133,809.38
Changes in inventories of finished goods and work-in-progress 6 (2,868.55) (38.03) (2,906.58)
Excise duty 7,043.07 - 7,043.07
Employee benefits expense 8 3,806.45 (6.83) 3,799.62
Finance costs 1 5,388.16 526.35 5,914.51
Depreciation and amortisation expense 3,8 3,596.80 16.63 3,613.43
Other expenses 1,6,4 8,077.19 851.27 8,928.46
Prior period items 4 25.34 (25.34) -
Total expenses 159,099.10 1,102.79 160,201.89
Profit before tax 4,112.29 (261.04) 3,851.25
Tax expense
Current tax 893.66 - 893.66
Deferred tax 9 132.31 408.39 540.70
Net profit for the year 3,086.32 (669.43) 2,416.89

(All amount in INR Lakh unless stated otherwise)

Previous
GAAP as at Ind AS as at
31 March 31 March
Description Notes 2017 Adjustments 2017
Other comprehensive income
Items that will not be reclassified to profit or loss
112-252

Re-measurement gains (losses) on defined benefit plans 8 - (6.83) (6.83)

Income tax effect 9 - 2.36 2.36
Financial Section

Other comprehensive income/ (loss) for the year - (4.47) (4.47)

Total comprehensive income for the year 3,086.32 (673.90) 2,412.42
* The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose
of this note.
25-111
Statutory Reports
 178 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

Note – 1
Measurement of financial assets and financial liabilities at amortised cost
Under previous GAAP, all financial assets and financial liabilities were carried at cost.
Under Ind AS, certain financial assets and financial liabilities are subsequently measured at amortised cost
which involves the application of effective interest method. In applying the effective interest method, an entity
18-19

identifies fees that are an integral part of the effective interest rate of a financial instrument. The effective interest
rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of
the financial asset or financial liability to the gross carrying amount of the financial asset or financial liability.
Chairman and CEO’s Perspective

For certain financial liabilities, the fair value of the financial liability at the date of transition to Ind AS has been
considered as the new amortised cost of that financial liability at the date of transition to Ind AS.
Note – 2
Adjustment for Government grant recognised as deferred income and amortised on a systematic basis
Under previous GAAP, capital grant relating to assets were recognised directly in equity. Under Ind AS Government
grants shall be presented in the balance sheet by setting up the grant as deferred income and deferred income is
recognised in profit or loss on a systematic basis over the useful life of the asset.
Note – 3
1-24

Adjustment for leasehold land obligation accounted as finance lease and amortisated over period of lease
Under previous GAAP, the leasehold land is recorded and classified as fixed assets. Under Ind AS, leasehold land
Corporate Overview

is recognised as operating lease or finance lease as per definition and classification criteria. The Company has
classified its leasehold land as finance lease as per the terms of agreement and amortised it over the period of
lease.
Note – 4
Prior period items
Under previous GAAP, prior period items are included in determination of net profit or loss of the period in which
the error pertaining to a prior period is discovered and are separately disclosed in the statement of profit and loss.
Under Ind AS, material prior period errors are corrected retrospectively.
Note – 5
Recognition of loss allowance for expected credit losses on financial assets measured at amortised cost
Under previous GAAP, provision for doubtful debts was recognised based on the estimates of the outcome and
of the financial effect of contingencies determined by the judgement of the management of the Company. This
judgement was based on consideration of information available up to the date on which the financial statements
were approved and included a review of events occurring after the balance sheet date.
Under Ind AS, a loss allowance for expected credit losses is recognised on financial assets carried at amortised
cost. Expected loss on individually significant receivables is assessed when they are past due and based on
company’s historical counterparty default rates and forecast of macro-economic factors. Other receivables have
been segmented by reference to the industry of the counterparty and other shared credit risk characteristics to
evaluate the expected credit loss. The expected credit loss estimate is then based on recent historical counterparty
default rates for each identified segment.
Note – 6
Revenue and changes in inventories recognised and lease adjustment on assets received from customers
Under previous GAAP, there was no guidance for accounting of assets received from customers.
Under Ind AS, assets received from customer have been cosidered as operating leases and lease rent has been
charged in the profit and loss on the basis of usage of assets. Correspondingly, revenue has been grossed up with
amount of lease rent for sold units and lease rent of unsold units have been charged to inventories.
Note – 7
Excise duty
Under previous GAAP, revenue from sale of goods was presented net of excise duty whereas under Ind AS the
revenue from sale of goods is presented inclusive of excise duty. The excise duty is presented on the face of the
Statement of profit and loss as part of expenses.
 Amber Enterprises India Limited 179

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

Note – 8
Other adjustments
Other comprehensive income
Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the
period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised
in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes re-
measurements of defined benefit plans The concept of other comprehensive income did not exist under previous
GAAP.
Adjustment for derivative contracts
The fair value of forward foreign exchange derivative contracts is recognised under Ind AS, and was not recognised
under Indian GAAP.
Adjustment for reversal of amortisation of goodwill recognised in business combination prior to transition date
Under Indian GAAP, goodwill arised on business combination is amortised over a period not exceeding five years.
Under Ind AS, goodwill is not amortised but required to be tested for impairment.
Note – 9
Tax effect of adjustments
Under previous GAAP, deferred tax was accounted using the income statement approach, on the timing differences
between the taxable profit and accounting profits for the period. Under Ind AS, deferred tax is recognized following
balance sheet approach on the temporary differences between the carrying amount of asset or liability in the
balance sheet and its tax base. In addition, various transitional adjustments has also led to recognition of deferred
taxes on new temporary differences.
Note – 10
Adjustment for compulsory convertible debentures
Under Indian GAAP, the compulsory convertible debentures were classified as liability and interest payable thereon
was treated as finance cost. Under Ind AS, compulsory convertible debentures are separated into liability and
equity components based on the terms of the contract. Interest on liability component is recognised using the
effective interest method.
54 The Company was required to spent INR 68.63 Lakh (31 March 2017 INR 58.41 Lakh) on Corporate social responsibility
(CSR) activities during the year ended 31 March 2018 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 Board
approved the CSR budget of INR 118 Lakh (31 March 2017 INR 59 Lakh) on recommendation of CSR Committee to be
spent in the Financial Year 2017-18.
The details of amount actually spent by the Company during the year are
For the year ended 31 March 2018:
S. Amount paid in Amount yet to be
No. Particulars Cash paid in Cash Total
(i) Promoting Education – Vocational Skill Development 35.33 - 35.33
112-252

(ii) Promoting Gender Equality and Women Empowerment 5.00 - 5.00

(iii) Preventing and Promoting Health Care, Sanitation And 58.49 - 58.49
Making Available Safe Drinking Water
Financial Section

(iv) Construction of Sports Stadium and Training to promote rural 20.00 - 20.00
sports, nationally recognised sports, Paralympic sports and
Olympic sports
For the year ended 31 March 2017:
25-111

S. Amount paid in Amount yet to be Total

No. Particulars Cash paid in Cash
(i) Expenditure on vocational training 10.23 - 10.23
Statutory Reports
 180 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

55 Particulars of loans given/investments made/guarantees given, as required by clause (4) of Section 186 of the
Companies Act, 2013:

(All amount in INR Lakh unless stated otherwise)

Amount of loan Purpose for which
outstanding as at
18-19

the loan/security/
Name Nature 31 March 2018 Rate of interest guarantee is utilized
PICL (India) Private Limited Guarantee 986.88 9.45% to 11.75% Purchase of
Chairman and CEO’s Perspective

PICL (India) Private Limited Guarantee 2,757.89 2.3% to 13.25% machinery

Working Capital
PICL (India) Private Limited Guarantee 843.35 2.3% to 13.25%
Requirement
Letter of Credits
Investment made has been disclosed in Note 9.

56 SEGMENT INFORMATION
The Company is engaged in manufacture of air conditioners. Basis the nature of Company’s business and operations,
the Company has one operating segment i.e. “manufacture of of air conditioners” for which information is reviewed by
1-24

the Chief Operating Decision Maker (CODM) to allocate resources and assess performance. Hence, the Company has
only one reportable segment as per the requirements of Ind AS 108 – ‘Operating Segments’. Majority of the revenue of
Corporate Overview

INR 118,904.49 Lakh (31 March 2017: INR 95,943.42 Lakh) is derived from four external customers and the Company
operates in one geography.
57 UTILISATION OF MONEY RAISED THROUGH PUBLIC ISSUE:
During the year ended 31 March 2018, the Company has raised INR 59,960.19 Lakh through public issue, specically to
meet the following objects of the Offer. The utilisation of IPO proceeds during the year ended 31 March 2018:
(All amount in INR Lakh unless stated otherwise)
Utilisation/ payment Unutilised Money
Fund allocated as upto upto
Particulars per Prospectus 31 March 2018 31 March 2018
Repayment/prepayment of all or a portion of certain 40,000.00 40,000.00 -
borrowings availed by Company
General corporate purpose 4,914.10 4,914.10 -
Offer related expenses to be borne by the Company 2554.23 984.64 1569.59
Selling shareholders portion 12,491.66 12079.86 411.80
Total 59959.99 57978.60 1981.39
* out of above, INR 11795.76 was paid to selling shareholders. The remaining amount was utilised for payment of
expenses related to IPO attributable to selling shareholders. The unutilised amount will also be used for such payments.
Notes:
(i) The Company has maintained the balance of unutilised IPO proceeds in the public issue and monitoring accounts
of the Company.
(ii) The above amounts under utilisation/payment have been disclosed on cash/payment basis
 Amber Enterprises India Limited 181

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

58 As per the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961, the Company is required to
use certain specific methods in computing arm’s length prices of transactions with associated enterprises and maintain
adequate documentation in this respect. Since law requires existence of such information and documentation to be
contemporaneous in nature, the Company has appointed independent consultants for conducting a Transfer Pricing
Study (the ‘Study’) to confirm that the transactions with associate enterprises undertaken during the financial year are
on an “arms length basis” and such study is in progress. Management is of the opinion that the Company’s transactions
are at arm’s length and that the results of the proposed study will not have any impact on the financial statements and
that they do not expect any transfer pricing adjustments.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018

112-252
Financial Section
25-111
Statutory Reports
 182 Annual Report 2017-18

INDEPENDENT AUDITOR’S REPORT

20-21
Our Leadership Team

TO THE MEMBERS OF AMBER ENTERPRISES INDIA LIMITED 4. While conducting the audit, we have taken into
account the provisions of the Act, the accounting and
Report on the Consolidated Financial Statements
auditing standards and matters which are required to
1. We have audited the accompanying consolidated
be included in the audit report under the provisions of
financial statements of Amber Enterprises India
the Act and the Rules made thereunder.
Limited (‘the Holding Company’) and its subsidiaries
5. We conducted our audit in accordance with the
18-19

(the Holding Company and its subsidiaries together

Standards on Auditing specified under Section
referred to as ‘the Group’ which comprise the
143(10) of the Act. Those Standards require that
Consolidated Balance Sheet as at 31 March 2018, the
Chairman and CEO’s Perspective

we comply with ethical requirements and plan and

Consolidated Statement of Profit and Loss (including
perform the audit to obtain reasonable assurance
Other Comprehensive Income), the Consolidated
about whether these consolidated financial
Cash Flow Statement and the Consolidated
statements are free from material misstatement.
Statement of Changes in Equity for the year then
ended, and a summary of the significant accounting 6. An audit involves performing procedures to
policies and other explanatory information. obtain audit evidence about the amounts and the
disclosures in the consolidated financial statements.
Management’s Responsibility for the Consolidated
The procedures selected depend on the auditor’s
Financial Statements
judgment, including the assessment of the risks of
1-24

2. The Holding Company’s Board of Directors is material misstatement of the consolidated financial
responsible for the preparation of these consolidated statements, whether due to fraud or error. In making
Corporate Overview

financial statements in terms of the requirements of those risk assessments, the auditor considers
the Companies Act, 2013 (‘the Act’) that give a true internal financial controls relevant to the Holding
and fair view of the consolidated state of affairs Company’s preparation of the consolidated financial
(consolidated financial position), consolidated profit statements that give a true and fair view in order to
or loss (consolidated financial performance including design audit procedures that are appropriate in the
other comprehensive income), consolidated cash circumstances. An audit also includes evaluating
flows and consolidated changes in equity of the the appropriateness of the accounting policies used
Group in accordance with the accounting principles and the reasonableness of the accounting estimates
generally accepted in India, including the Indian made by the Holding Company’s Board of Directors,
Accounting Standards (‘Ind AS’) specified under as well as evaluating the overall presentation of the
Section 133 of the Act. The respective Board of consolidated financial statements.
Directors/management of the companies included
7. We believe that the audit evidence obtained by us
in the Group are responsible for maintenance of
is sufficient and appropriate to provide a basis for
adequate accounting records in accordance with the
our audit opinion on these consolidated financial
provisions of the Act for safeguarding the assets of
statements.
the Group and for preventing and detecting frauds
and other irregularities; selection and application of Opinion
appropriate accounting policies; making judgments 8. In our opinion and to the best of our information
and estimates that are reasonable and prudent; and according to the explanations given to us, the
and design, implementation and maintenance aforesaid consolidated financial statements give
of adequate internal financial controls, that were the information required by the Act in the manner so
operating effectively for ensuring the accuracy and required and give a true and fair view in conformity
completeness of the accounting records, relevant with the accounting principles generally accepted in
to the preparation and presentation of the financial India , of the state of affairs (consolidated financial
statements that give a true and fair view and are free position) of the Group as at 31 March 2018, and its
from material misstatement, whether due to fraud profit (consolidated financial performance including
or error, which have been used for the purpose of other comprehensive income), their Consolidated
preparation of the consolidated financial statements cash flows and the Consolidated changes in equity
by the Directors of the Holding Company, as aforesaid. for the year ended on that date.

Auditor’s Responsibility Other Matter

3. Our responsibility is to express an opinion on these 9. The Company had prepared separate sets of
consolidated financial statements based on our statutory financial statements for the year ended
audit. 31 March 2017 and 31 March 2016 in accordance
with Accounting Standards prescribed under Section
 Amber Enterprises India Limited 183

INDEPENDENT AUDITOR’S REPORT (Contd.)

133 of the Act, read with Rule 7 of the Companies the Group companies are disqualified as on 31
(Accounts) Rules, 2014 (as amended) on which March 2018 from being appointed as a director
we issued auditor’s reports to the shareholders of in terms of Section 164(2) of the Act;
the Company dated 10 July 2017 and 9 August f) With respect to the adequacy of the internal
2016 respectively. These financial statements have financial controls over financial reporting of the
been adjusted for the differences in the accounting Holding Company, and its subsidiary companies
principles adopted by the Company on transition covered under the Act and the operating
to Ind AS, which have also been audited by us. Our effectiveness of such controls, refer to our
opinion is not modified in respect of this matter. separate report in ‘Annexure I’;
Report on Other Legal and Regulatory Requirements g) With respect to the other matters to be included
10. As required by Section 143(3) of the Act, based on in the Auditor’s Report in accordance with Rule
our audit on separate financial statements and other 11 of the Companies (Audit and Auditors) Rules,
financial information of the subsidiaries, we report, to 2014, in our opinion and to the best of our
the extent applicable, that: information and according to the explanations
given to us:
a) We have sought and obtained all the information
and explanations which to the best of our i. The consolidated financial statements
knowledge and belief were necessary for disclose the impact of pending litigations
the purpose of our audit of the aforesaid on the consolidated financial position of
consolidated financial statements; the Group as detailed in Note 42 to the
consolidated financial statements;
b) In our opinion, proper books of account as
required by law relating to preparation of the ii. The Group, did not have any long-term
aforesaid consolidated financial statement contracts including derivative contracts for
have been kept so far as it appears from our which there were any material foreseeable
examination of those books; losses;

c) The consolidated financial statements dealt iii. There were no amounts which were
with by this report are in agreement with the required to be transferred to the Investor
relevant books of account maintained for the Education and Protection Fund by the
purpose of preparation of the consolidated Holding Company and its subsidiary
financial statements; companies covered under the Act during
the year ended 31 March 2018;
d) In our opinion, the aforesaid consolidated
financial statements comply with Ind AS iv. The disclosure requirements relating to
specified under Section 133 of the Act; holdings as well as dealings in specified
bank notes were applicable for the period
e) On the basis of the written representations
from 8 November 2016 to 30 December
received from the directors of the Holding
2016 which are not relevant to these
Company, taken on record by the Board
consolidated financial statements.
of Directors of the Holding Company and
Hence, reporting under this clause is not
Subsidiary Companies, none of the director of
applicable.
112-252

For Walker Chandiok & Co LLP

Financial Section

Chartered Accountants
Firm’s Registration No.: 001076N/N500013
per Sumit Mahajan
Place: Gurugram Partner
Date: 25 May 2018 Membership No. 504822
25-111
Statutory Reports
 184 Annual Report 2017-18

ANNEXURE I
20-21
Our Leadership Team

INDEPENDENT AUDITOR’S REPORT ON THE INTERNAL and if such controls operated effectively in all material
FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB- respects.
SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 4. Our audit involves performing procedures to obtain
2013 (‘THE ACT’). audit evidence about the adequacy of the IFCoFR
1. In conjunction with our audit of the consolidated and their operating effectiveness. Our audit of
financial statements of Amber Enterprises India IFCoFR includes obtaining an understanding of
18-19

Limited (the Holding Company) and its subsidiaries IFCoFR, assessing the risk that a material weakness
(the Holding Company and its subsidiaries together exists, and testing and evaluating the design and
Chairman and CEO’s Perspective

referred to as ‘the Group’) as at and for the year ended operating effectiveness of internal control based on
31 March 2018, we have audited the internal financial the assessed risk. The procedures selected depend
controls over financial reporting (‘IFCoFR’) of the on the auditor’s judgement, including the assessment
Holding Company and its subsidiary companies, of the risks of material misstatement of the financial
which are companies covered under the Act, as at statements, whether due to fraud or error.
that date. 5. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL audit opinion on the IFCoFR of the Holding Company
FINANCIAL CONTROLS and its subsidiary Companies, as aforesaid.
1-24

2. The respective Board of Directors of the Holding

Meaning of Internal Financial Controls over Financial
Company and its subsidiary companies, which are
Reporting
Corporate Overview

companies covered under the Act, are responsible

for establishing and maintaining internal financial 6. A company’s IFCoFR is a process designed to provide
controls based on internal control over financial reasonable assurance regarding the reliability of
reporting criteria established by the respective financial reporting and the preparation of financial
companies considering the essential components statements for external purposes in accordance
of internal control stated in the Guidance Note on with generally accepted accounting principles.
Audit of Internal Financial Controls Over Financial A company’s IFCoFR include those policies and
Reporting (the Guidance Note) issued by the Institute procedures that (1) pertain to the maintenance of
of Chartered Accountants of India (ICAI). These records that, in reasonable detail, accurately and fairly
responsibilities include the design, implementation reflect the transactions and dispositions of the assets
and maintenance of adequate internal financial of the company; (2) provide reasonable assurance
controls that were operating effectively for ensuring that transactions are recorded as necessary to permit
the orderly and efficient conduct of the company’s preparation of financial statements in accordance
business, including adherence to the company’s with generally accepted accounting principles, and
policies, the safeguarding of its assets, the prevention that receipts and expenditures of the company are
and detection of frauds and errors, the accuracy and being made only in accordance with authorisations of
completeness of the accounting records, and the management and directors of the company; and (3)
timely preparation of reliable financial information, as provide reasonable assurance regarding prevention
required under the Act. or timely detection of unauthorised acquisition, use,
or disposition of the company’s assets that could
AUDITOR’S RESPONSIBILITY have a material effect on the financial statements.
3. Our responsibility is to express an opinion on the Inherent Limitations of Internal Financial Controls over
IFCoFR of the Holding Company and its subsidiary Financial Reporting
companies as aforesaid, based on our audit. 7. Because of the inherent limitations of IFCoFR,
We conducted our audit in accordance with the including the possibility of collusion or improper
Standards on Auditing issued by the ICAI and deemed management override of controls, material
to be prescribed under Section 143(10) of the Act, to misstatements due to error or fraud may occur and
the extent applicable to an audit of IFCoFR, and the not be detected. Also, projections of any evaluation
Guidance Note issued by the ICAI. Those Standards of the IFCoFR to future periods are subject to the risk
and the Guidance Note require that we comply with that the IFCoFR may become inadequate because
ethical requirements and plan and perform the audit of changes in conditions, or that the degree of
to obtain reasonable assurance about whether compliance with the policies or procedures may
adequate IFCoFR were established and maintained deteriorate.
 Amber Enterprises India Limited 185

ANNEXURE I (Contd.)

Opinion
8. In our opinion, the Holding and its subsidiary companies, which are companies covered under the Act, have in all material
respects, adequate internal financial controls over financial reporting and such controls were operating effectively as
at 31 March 2018, based on the internal control over Financial Reporting criteria established by the Holding Company
considering the essential components of internal control stated in Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013
per Sumit Mahajan
Place: Gurugram Partner
Date: 25 May 2018 Membership No. 504822

112-252
Financial Section
25-111
Statutory Reports
 186 Annual Report 2017-18

BALANCE SHEET
20-21

CONSOLIDATED
AS AT 31 MARCH 2018
Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars Note 31 March 2018 31 March 2017 01 April 2016
ASSETS
Non-current assets
Property, plant and equipment 4 56,287.54 46,288.37 42,299.76
Capital work-in-progress 5 947.21 934.44 1,581.77
18-19

Goodwill 6 6,537.47 3,414.72 3,414.72

Other intangible assets 6 8,176.60 5,974.00 4,405.15
Intangible assets under development 7 2,027.55 1,199.28 1,983.44
Chairman and CEO’s Perspective

Financial assets
Investments 8 571.49 - -
Loans 9 655.82 493.45 570.43
Other financial assets 10 208.58 582.30 483.55
Non-current tax assets (net) 11 358.68 73.18 37.40
Deferred tax assets (net) 26 - 22.66 -
Other non-current assets 12 683.75 975.67 938.70
Total non-current assets 76,454.69 59,958.07 55,714.92
Current assets
Inventories 13 39,564.50 26,850.27 22,401.62
Financial assets
1-24

Trade receivables 14 37,857.23 31,009.06 24,763.65

Cash and cash equivalents 15 11,941.38 1,659.36 582.30
Other bank balances 16 1,439.62 1,864.48 1,316.29
Corporate Overview

Loans 17 1,312.34 1,003.58 702.15

Other financial assets 18 1,521.16 393.76 90.32
Other current assets 19 2,762.24 2,334.72 3,064.40
Total current assets 96,398.47 65,115.23 52,920.73
Total assets 1,72,853.16 1,25,073.30 1,08,635.65
EQUITY AND LIABILITIES
EQUITY
Equity share capital 20 3,144.65 2,380.98 2,170.28
Other equity 21 86,131.46 33,885.14 24,094.50
Total equity 89,276.11 36,266.12 26,264.78
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 22 4,330.45 22,190.16 15,978.69
Trade payables 23 - - 3,883.93
Other financial liabilities 24 2,254.02 - -
Provisions 25 411.00 332.39 309.77
Deferred tax liabilities (net) 26 3,517.36 670.47 1,026.89
Other non-current liabilities 27 261.02 288.40 315.94
Total non-current liabilities 10,773.85 23,481.42 21,515.22
Current liabilities
Financial liabilities
Borrowings 28 6,220.38 15,224.27 26,808.64
Trade payables 29 57,204.95 44,574.39 28,371.18
Other financial liabilities 30 4,735.79 4,405.80 4,674.32
Other current liabilities 31 3,900.03 812.03 737.21
Provisions 32 91.10 58.74 26.08
Current tax liabilities (net) 33 650.95 250.53 238.22
Total current liabilities 72,803.20 65,325.76 60,855.65
Total liabilities 83,577.05 88,807.18 82,370.87
Total equity and liabilities 1,72,853.16 1,25,073.30 1,08,635.65
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
 Amber Enterprises India Limited 187

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED 31 MARCH 2018
(All amount in INR Lakh unless stated otherwise)
For the year ended For the year ended
Particulars Notes 31 March 2018 31 March 2017
INCOME
Revenue from operations 34 2,17,150.82 1,73,581.45
Other income 35 871.63 881.27
Total income 2,18,022.45 1,74,462.72
EXPENSES
Cost of materials consumed 36 1,75,205.85 1,39,871.44
Changes in inventories of finished goods and work-in-progress 37 1,678.11 (2,751.05)
Excise duty 4,342.44 8,395.42
Employee benefits expense 38 4,976.78 4,366.35
Finance costs 39 5,383.24 6,351.90
Depreciation and amortisation expense 40 4,902.12 4,011.32
Other expenses 41 12,593.47 10,646.70
Total expenses 2,09,082.01 1,70,892.08
Profit before tax 8,940.44 3,570.64
Tax expense
Current tax 1,926.30 883.95
Deferred tax 783.56 472.31
Net profit for the year 6,230.58 2,214.38
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit obligations 51.79 (11.56)
Income tax relating to these items (17.81) 3.68
Other comprehensive income/ (loss) for the year 33.98 (7.88)
Total comprehensive income for the year 6,264.56 2,206.50
Earning per equity share (Nominal value of equity share
47
INR 10 each)
Basic 23.16 9.80
Diluted 23.16 9.80
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
112-252

Konica Yadav Sudhir Goyal

(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Financial Section

Place: Gurugram Place: Gurugram Place: Gurugram

Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
25-111
Statutory Reports
 188 Annual Report 2017-18

CASH FLOW STATEMENT

20-21

FOR THE YEAR ENDED 31 MARCH 2018

Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
A. CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 8,940.44 3,570.64
Adjustment for:
18-19

Depreciation and amortisation 4,902.12 4,011.32

Advances and other balance written off 193.49 24.32
Trade receivables written off 78.19 52.50
Chairman and CEO’s Perspective

Government grant income (27.55) (27.55)

Interest income (205.30) (223.00)
Gain on sale of property, plant and equipment (34.17) (33.52)
Impairment loss on capital work-in-progress - 60.29
MTM loss on forward contracts - 2.58
Unrealised foreign exchange (gain)/losss (3.15) (565.29)
Finance costs 5,383.24 6,351.90
Operating profit before working capital changes 19,227.31 13,224.19
Movements in working capital:
1-24

Trade receivables (3,381.51) (6,296.02)

Inventories (9,691.20) (4,448.65)
Financial and other assets (389.00) 2.17
Corporate Overview

Trade payables 7,769.64 12,338.82

Provisions 67.92 43.72
Financial and other liabilities 783.87 215.85
Cash generated from operations 14,387.03 15,080.09
Income tax paid (net) (1,684.14) (907.43)
Net cash generated from operating activities A 12,702.89 14,172.66
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment, capital work-in-
progress, intangibles and intangible assets under development (10,241.77) (8,135.22)
including capital advances and creditor for capital goods
Proceeds from sale of property, plant and equipment 163.82 78.32
Payment for acquisition of subsidiary, net of cash acquired (5,437.41) -
Investments purchased (571.49) -
Movement in bank deposits 734.67 (690.60)
Movement in security deposits (30.29) 145.10
Interest received on bank deposits 183.47 155.27
Bank deposits
Net cash used in from investing activities B (15,199.00) (8,447.13)
C CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of equity share capital (including 47,468.33 -
securities premium)
Proceeds from issuance of preference share capital (including - 4,999.99
securities premium)
Repayment of short term borrowings (net) (10,855.93) (11,736.11)
Proceeds from long term borrowings 7,429.00 4,767.11
Repayment of long term borrowings (24,674.04) (1,312.72)
Proceeds from compulsory convertible debentures - 5,000.00
Finance costs paid (5,604.59) (5,763.35)
Interim dividend and tax on interim dividend - (603.39)
Share issue and IPO related expenses (984.64) -
Net cash generated from/(used in) financing activities C 12,778.13 (4,648.47)
 Amber Enterprises India Limited 189

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
D NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENT 10,282.02 1,077.06
(A+B+C)
E CASH AND CASH EQUIVALENT AT THE BEGINNING OF THE 1,659.36 582.30
YEAR
Cash and cash equivalent at the end of the year (D+E)^ 11,941.38 1,659.36

^Cash and cash equivalents include:

(All amount in INR Lakh unless stated otherwise)
For the year ended For the year ended
31 March 2018 31 March 2017
Balances with banks:
- in current and cash credit accounts 9,339.73 893.73
- deposits with original maturity less than three months* 2,536.60 657.20
Cheques in hand 47.08 93.59
Cash in hand 17.97 14.84
11,941.38 1,659.36
*includes deposits under restriction 910.09 657.20
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
and intangible assets under development respectively during the year.
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
112-252

Place: Gurugram Place: Gurugram Place: Gurugram

Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
Financial Section
25-111
Statutory Reports
 190 Annual Report 2017-18

STATEMENT OF CHANGES IN EQUITY

20-21

CONSOLIDATED
FOR THE YEAR ENDED 31 MARCH 2018
Our Leadership Team

A EQUITY SHARE CAPITAL

(All amount in INR Lakh unless stated otherwise)
Amount
Balance as at 01 April 2016 2,170.28
Convertible preference share converted into equity shares 210.70
Balance as at 31 March 2017 2,380.98
18-19

Convertible debentures converted into equity shares 210.70

Changes in equity share capital during the year 552.97
Balance as at 31 March 2018 3,144.65
Chairman and CEO’s Perspective

B PREFERENCE SHARE CAPITAL

(All amount in INR Lakh unless stated otherwise)
Amount
Balance as at 01 April 2016 -
Issue of Convertible preference shares 210.70
Conversion of Convertible preference shares (210.70)
Balance as at 31 March 2017 -

C OTHER EQUITY
1-24

(All amount in INR Lakh unless stated otherwise)

Equity
component
Corporate Overview

Securities of compound
premium General financial Retained
reserve reserve instruments earnings Total
Balance as at 01 April 2016 9,262.15 391.80 - 14,440.55 24,094.50
Profit for the year - - - 2,214.38 2,214.38
Remeasurement of defined benefit
- - - (7.88) (7.88)
obligations (net of tax)
Compulsory convertible debentures issued
- - 3,398.25 - 3,398.25
during the year
Transaction with owners in their capacity as
owners:
Additions made during the year on allotment
4,789.28 - - - 4,789.28
of equity shares
Interim dividend and tax on interim dividend - - - (603.39) (603.39)
Balance as at 31 March 2017 14,051.43 391.80 3,398.25 16,043.66 33,885.14
Profit for the year - - - 6,230.58 6,230.58
Remeasurement of defined benefit
- - - 33.98 33.98
obligations (net of tax)
Compulsory convertible debentures
- - (3,398.25) - (3,398.25)
converted to equity shares during the year
Transaction with owners in their capacity as
owners:
Additions made during the year on allotment
49,380.01 - - - 49,380.01
of equity shares
Balance as at 31 March 2018 63,431.44 391.80 - 22,308.22 86,131.46
The accompanying notes form an integral part of the 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
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
 Amber Enterprises India Limited 191

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018
1. CORPORATE INFORMATION AND STATEMENT has applied certain exemptions upon transition
OF COMPLIANCE WITH INDIAN ACCOUNTING to Ind AS.
STANDARDS (IND AS) The significant accounting policies and
Amber Enterprises India Limited (the “Company” measurement bases have been summarised
or “the Holding Company”), together with its below.
subsidiaries (collectively referred to as the “the Current versus non-current classification
Group”) a public limited company domiciled in India
All assets and liabilities have been classified as
and having its registered office situated at C-1, Phase
current or non-current as per the Group’s normal
II, Focal Point, Rajpura Town, Punjab - 140401, India
operating cycle and as per terms of agreements
was incorporated in 1990, under the Companies Act
wherever applicable. Deferred tax assets and
1956, is engaged in the business of manufacturing
liabilities are classified as non-current assets
a versatile range of products i.e. Air conditioners,
and non-current liabilities, as the case may be.
microwave ovens, washing machines, refrigerators,
Basis of consolidation
heat exchangers, sheet metal components etc.
Currently, the Group has eleven manufacturing Subsidiaries are all entities (including structured
facilities in India out of which three manufacturing entities) over which the Group has control.
facilities are operating in tax exemption zone. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns
The financial statements of the Group have been
from its involvement with the entity and has
prepared to comply in all material respects with
the ability to affect those returns through its
accounting principles generally accepted in India,
power to direct the relevant activities of the
including Ind AS notified under the Companies (Indian
entity. Subsidiaries are fully consolidated from
Accounting Standards) Rules, 2015 under Section
the date on which control is transferred to the
133 of the Companies Act, 2013 (the “Act”) and other
Group. They are deconsolidated from the date
relevant provisions of the Act. The consolidated
that control ceases. Profit/(loss) and OCI (‘OCI’)
financial statements up to year ended 31 March 2017
of subsidiaries acquired or disposed of during
were prepared in accordance with the accounting
the period are recognised from the effective
standards prescribed under section 133 of the Act,
date of acquisition, or up to the effective date
read with rule 7 of the Companies (Accounts) Rules,
of disposal, as applicable. All the consolidated
2014 (as amended) (“Previous GAAP”) and other
subsidiaries have a consistent reporting date of
relevant provisions of the Act.
31 March 2018.
These financial statements for the year ended 31
The Group combines the financial statements
March 2018 are the first financial statements which
of the parent and its subsidiaries line by line
the Group has prepared under Ind AS. For purpose of
adding together like items of assets, liabilities,
comparatives, financial statements for year ended 31
equity, income and expenses. Intercompany
March 2017 and opening Balance Sheet as at 1 April
transactions, balances and unrealised gains
2016 are also prepared under Ind AS. Refer note 52
on transactions between group companies are
for an explanation of how the transition from previous
eliminated. Unrealised losses are also eliminated
GAAP to Ind AS has affected the Group’s financial
unless the transaction provides evidence of an
position, financial performance and cash flows.
impairment of the transferred asset. Accounting
2. BASIS OF PREPARATION AND SIGNIFICANT
112-252

policies of subsidiaries have been changed

ACCOUNTING POLICIES
where necessary to ensure consistency with the
a. Basis of preparation policies adopted by the Group.
Financial Section

The financial statements have been prepared Non-controlling interests, presented as part of
on accrual and going concern basis under equity, represent the portion of a subsidiary’s
historical cost convention except for certain statement of profit and loss and net assets that
financial instruments and plan assets, which is not held by the Group. Profit/(loss) and each
are measured at fair values. The accounting component of OCI are attributed to the equity
25-111

policies are applied consistently to all the holders of the parent company and to the non-
periods presented in the financial statements, controlling interests, even if this results in the
including the preparation of the opening Ind AS non-controlling interests having a deficit balance.
Statutory Reports

Balance Sheet as at 1 April 2016 being the date The Group attributes total comprehensive
of transition to Ind AS, except where the Group income or loss of the subsidiaries between the
 192 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

owners of the parent and the non-controlling measured reliably.

interests based on their respective ownership Insurance claims
interests.
Insurance claims are accounted for on the basis
The Group treats transactions with non- of claims admitted/expected to be admitted and
controlling interests that do not result in a loss to the extent that the amount recoverable can be
of control as transactions with equity owners of
18-19

measured reliably and it is reasonable to expect

the group. Such a change in ownership interest ultimate collection.
results in an adjustment between the carrying
c. Inventories
Chairman and CEO’s Perspective

amounts of the controlling and non-controlling

interests to reflect their relative interests in the Inventories are valued at the lower of cost and
subsidiary. Any difference between the amount net realisable value. Costs incurred in bringing
of the adjustment to non-controlling interests each product to its present location and
and any consideration paid or received is condition are accounted for as follows:
recognised within equity. • Raw materials: cost includes cost of
purchase and other costs incurred in
b. Revenue recognition
bringing the inventories to their present
Revenue is recognised to the extent it is
location and condition. Cost is determined
1-24

probable that future economic benefits will flow

on first in, first out basis.
to the Group and the revenue can be measured
• Finished goods and work in progress:
reliably. Revenue is measured at the fair value
Corporate Overview

cost includes cost of direct materials and

of the consideration received or receivable
labour and a proportion of manufacturing
net of related rebates. The following specific
overheads based on the normal operating
recognition criteria must also be met before
capacity. Cost is determined on first in, first
revenue is recognised:
out basis.
Revenue from operations
• Stores and spares, consumables and
Revenue from the sale of goods is recognised
packing materials cost includes direct
when the significant risks and rewards of
expenses and is determined on the basis
ownership of the goods have passed to the buyer.
of first in first out method.
Revenue from the sale of goods is measured at
Net realisable value is the estimated selling
the fair value of the consideration received or
price in the ordinary course of business,
receivable, net of returns and allowances, trade
less estimated costs of completion and the
discounts and volume rebates.
estimated costs necessary to make the sale.
Revenue in respect of tool development and job
charges is recognised as per the terms of the d. Income taxes
contract with the customers. Tax expense recognised in the statement of
Interest income profit and loss comprises the sum of deferred
tax and current tax not recognised in Other
Interest income is recognised on time
Comprehensive Income (OCI) or directly in
proportion basis taking into account the amount
equity.
outstanding and rate applicable. For all financial
assets measured at amortised cost, interest Current tax is measured at the amount expected
income is recorded using the effective interest to be paid to the tax authorities in accordance
rate (EIR) i.e. the rate that discounts estimated with the Income-tax Act, 1961. Current tax
future cash receipts through the expected life of relating to items recognised outside statement
the financial asset to the net carrying amount of profit and loss is recognised outside
of the financial assets. The future cash flows statement of profit and loss (i.e. in OCI or equity
include all other transaction costs paid or depending upon the treatment of underlying
received, premiums or discounts if any, etc. item).
Dividend Deferred tax liabilities are generally recognised
in full for all taxable temporary differences.
Dividend are recognised in profit or loss only
Deferred tax assets are recognised to the extent
when the right to receive payment is established,
that it is probable that the underlying tax loss,
it is probable that the economic benefits
unused tax credits or deductible temporary
associated with the dividend will flow to the
difference will be utilised against future taxable
Group, and the amount of the dividend can be
 Amber Enterprises India Limited 193

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

income. This is assessed based on the Group’s value adjusted for transaction costs, except
forecast of future operating results, adjusted for for those carried at fair value through profit or
significant non-taxable income and expenses loss which are measured initially at fair value.
and specific limits on the use of any unused tax Subsequent measurement of financial assets
loss or credit. Unrecognised deferred tax assets and financial liabilities is described below:
are re-assessed at each reporting date and are Non-derivative financial assets
recognised to the extent that it has become
Subsequent measurement
probable that future taxable profits will allow the
i. Financial assets carried at amortised
deferred tax asset to be recovered.
cost – a financial asset is measured at
Deferred tax assets and liabilities are measured
the amortised cost, if both the following
at the tax rates that are expected to apply in the
conditions are met:
year when the asset is realised or the liability is
• The asset is held within a business
settled, based on tax rates (and tax laws) that
model whose objective is to hold
have been enacted or substantively enacted at
assets for collecting contractual cash
the reporting date. Deferred tax relating to items
flows, and
recognised outside the statement of profit and
loss is recognised outside statement of profit • Contractual terms of the asset give
and loss (in OCI or equity depending upon the rise on specified dates to cash flows
treatment of underlying item). that are solely payments of principal
and interest (SPPI) on the principal
e. Cash and cash equivalents
amount outstanding.
Cash and cash equivalent in the balance sheet
After initial measurement, such financial
comprise cash at banks and on hand and short-
assets are subsequently measured at
term deposits with original maturities of three
amortised cost using the effective interest
months or less that are readily convertible to
rate (EIR) method.
known amounts of cash and which are subject
to an insignificant risk of changes in value. ii. Investments in equity instruments – The
Group subsequently measures all equity
f. Foreign currency transactions investments at fair value. Dividends from
The financial statements are presented in Indian such investments are recognised in profit
Rupee (‘INR’ or ‘`’) which is also the functional or loss as other income when the Group’s
currency of the Company. right to receive payments is established.
Foreign currency transactions are translated Changes in the fair value of financial
into the functional currency using the exchange assets at fair value through profit or loss
rates at the dates of the transactions. Foreign are recognised in other gain/ (losses) in the
exchange gains and losses resulting from the statement of profit and loss.
settlement of such transactions and from the Impairment of financial assets
translation of monetary assets and liabilities
In accordance with Ind AS 109, the Group
denominated in foreign currencies at year end
applies expected credit loss (ECL) model
exchange rates are generally recognised in profit
for measurement and recognition of
or loss.
112-252

impairment loss for financial assets. ECL

Foreign exchange differences regarded as an is the weighted-average of difference
adjustment to borrowing costs are presented in between all contractual cash flows that
Financial Section

the statement of profit and loss, within finance are due to the Group in accordance with
costs. All other foreign exchange gains and the contract and all the cash flows that the
losses are presented in the statement of profit Group expects to receive, discounted at
and loss on a net basis within other income/ the original effective interest rate, with the
expenses, as the case maybe. respective risks of default occurring as the
25-111

g. Financial instruments weights. When estimating the cash flows,

the Group is required to consider:
Initial recognition and measurement
• All contractual terms of the financial assets
Statutory Reports

Financial assets and financial liabilities are

(including prepayment and extension) over
recognized when the Group becomes a party
the expected life of the assets.
to the contractual provisions of the financial
instrument and are measured initially at fair
 194 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

• Cash flows from the sale of collateral held is treated as the de-recognition of the original
or other credit enhancements that are liability and the recognition of a new liability. The
integral to the contractual terms. difference in the respective carrying amounts is
recognised in the statement of profit or loss.
Trade receivables: In respect of trade
receivables, the Group applies the simplified Derivative financial instruments
approach of Ind AS 109, which requires Initial and subsequent measurement
18-19

measurement of loss allowance at an amount Derivatives are initially recognised at fair value
equal to lifetime expected credit losses. Lifetime on the date a derivative contract is entered into
expected credit losses are the expected credit and are subsequently re-measured to their fair
Chairman and CEO’s Perspective

losses that result from all possible default events value at the end of each reporting period.
over the expected life of a financial instrument.
Offsetting of financial instruments
Other financial assets: In respect of its other
Financial assets and financial liabilities are
financial assets, the Group assesses if the credit
offset and the net amount is reported in the
risk on those financial assets has increased
balance sheet if there is a currently enforceable
significantly since initial recognition. If the
legal right to offset the recognised amounts
credit risk has not increased significantly since
and there is an intention to settle on a net basis,
initial recognition, the Group measures the loss
to realise the assets and settle the liabilities
allowance at an amount equal to 12-month
1-24

simultaneously.
expected credit losses, else at an amount equal
to the lifetime expected credit losses. h. Fair value of financial instruments
Corporate Overview

When making this assessment, the Group uses In determining the fair value of its financial
the change in the risk of a default occurring instruments, the Group uses a variety of
over the expected life of the financial asset. To methods and assumptions that are based on
make that assessment, the Group compares market conditions and risks existing at each
the risk of a default occurring on the financial reporting date. The methods used to determine
asset as at the balance sheet date with the risk fair value include discounted cash flow analysis,
of a default occurring on the financial asset as available quoted market prices and dealer
at the date of initial recognition and considers quotes. All methods of assessing fair value
reasonable and supportable information, that result in general approximation of value, and
is available without undue cost or effort, that is such value may never actually be realized. For
indicative of significant increases in credit risk financial assets and liabilities maturing within
since initial recognition. The Group assumes one year from the Balance Sheet date and
that the credit risk on a financial asset has not which are not carried at fair value, the carrying
increased significantly since initial recognition amounts approximate fair value due to the short
if the financial asset is determined to have low maturity of these instruments.
credit risk at the balance sheet date.
i. Property, plant and equipment (‘PPE’)
De-recognition of financial assets
Recognition and initial measurement
A financial asset is primarily de-recognised
Property, plant and equipment are stated at
when the contractual rights to receive cash
their cost of acquisition. The cost comprises
flows from the asset have expired or the Group
purchase price, borrowing cost if capitalisation
has transferred its rights to receive cash flows
criteria are met and directly attributable cost of
from the asset.
bringing the asset to its working condition for the
Non-derivative financial liabilities intended use. Any trade discount and rebates
Subsequent measurement are deducted in arriving at the purchase price.
Subsequent to initial recognition, all non- Subsequent costs are included in the asset’s
derivative financial liabilities are measured at carrying amount or recognised as a separate
amortised cost using the effective interest asset, as appropriate, only when it is probable
method. that future economic benefits associated with
the item will flow to the Group and definition of
De-recognition of financial liabilities
asset is met. All other repair and maintenance
A financial liability is de-recognized when the costs are recognised in the statement of profit
obligation under the liability is discharged or or loss as incurred.
cancelled or expires. When an existing financial
In case an item of property, plant and equipment
liability is replaced by another from the same
is acquired on deferred payment basis, interest
lender on substantially different terms or the
expenses included in deferred payment is
terms of an existing liability are substantially
recognised as interest expense and not included
modified, such an exchange or modification
 Amber Enterprises India Limited 195

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

in cost of asset.
Subsequent measurement (depreciation and useful lives)
Depreciation on fixed assets is provided on straight line method based on life prescribed as per Schedule II of the
Companies Act, 2013.

Block of asset Useful life as per Companies Act, 2013 (in years)
Building 30-60
Plant and machinery 15
Computer 3
Furniture and fixture 10
Office equipment 5
Vehicles 8 – 10
Leashold lands Lease term

De-recognition project are recognised as an intangible asset

An item of property, plant and equipment when the Group can demonstrate:
and any significant part initially recognised • The technical feasibility of completing the
is derecognised upon disposal or when no intangible asset so that the asset will be
future economic benefits are expected from available for use or sale
its use or disposal. Any gain or loss arising on • Its intention to complete and its ability and
de-recognition of the asset (calculated as the intention to use or sell the asset
difference between the net disposal proceeds
• How the asset will generate future
and the carrying amount of the asset) is included
economic benefits
in the statement of profit and loss when the
asset is derecognised. • The availability of resources to complete
the asset
j. Intangible assets
• The ability to measure reliably the
Recognition, initial measurement and expenditure during development
subsequent measurement
Following initial recognition of the development
Intangible assets acquired separately are expenditure as an asset, the asset is carried at
measured on initial recognition at cost. Following cost less any accumulated amortisation and
initial recognition, intangible assets are carried accumulated impairment losses. Amortisation
at cost less any accumulated amortisation of the asset begins when development is
and accumulated impairment losses. Internally complete and the asset is available for use. It
generated intangibles, excluding capitalised is amortised over the period of expected future
development costs, are not capitalised and the benefit. Amortisation expense is recognised in
related expenditure is reflected in profit or loss in the statement of profit and loss unless such
the period in which the expenditure is incurred. expenditure forms part of carrying value of
Goodwill is not amortised but it is tested for another asset.
impairment annually, or more frequently if During the period of development, the asset is
events or changes in circumstances indicate tested for impairment annually.
that it might be impaired, and is carried at cost
Amortisation methods and periods
less accumulated impairment losses.
The Group amortises intangible assets with a
112-252

Research and development costs

finite useful life using the straight-line method
Research costs are expensed as incurred. over the following periods:
Development expenditures on an individual
Financial Section

Useful life (in years)

Computer softwares 6
Development costs 7
Technical know-how 10
25-111

Customer relationships 6
Trade name 9
Patents and trademarks 6
Statutory Reports
 196 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

k. Capital work-in progress basis over the period of the lease, unless the
Cost of material consumed and erection charges increase in rent is to compensate the lessor for
thereon along with other direct cost incurred by the effects of inflation.
the Group for the projects are shown as capital n. Borrowing costs
work-in-progress until capitalisation.
Borrowing costs directly attributable to the
18-19

l. Impairment of non-financial assets acquisitions, construction or production of

At each reporting date, the Group assesses a qualifying asset are capitalised during the
whether there is any indication based on period of time that is necessary to complete
Chairman and CEO’s Perspective

internal/external factors, that an asset may be and prepare the asset for its intended use or
impaired. If any such indication exists, the Group sale. Other borrowing costs are expensed in the
estimates the recoverable amount of the asset. period in which they are incurred and reported in
The recoverable amount is higher of an asset’s finance costs.
fair value less costs of disposal and value in A qualifying asset is one that necessarily takes
use. For this purpose, assets are grouped at substantial period of time to get ready for its
the lowest levels for which there are separately intended use. Capitalisation of borrowing costs
identifiable cash inflows which are largely is suspended in the period during which the
independent of the cash inflows from other active development is delayed due to, other than
1-24

assets or group of assets (cash generating temporary, interruption.

units). If such recoverable amount of the asset or
o. Provisions, contingent liabilities and
the recoverable amount of the cash generating
Corporate Overview

contingent assets
unit to which the asset belongs is less than its
carrying amount, the carrying amount is reduced Provisions are recognised when present
to its recoverable amount and the reduction is obligations as a result of a past event will probably
treated as an impairment loss and is recognised lead to an outflow of economic resources and
in the statement of profit and loss. If at the amounts can be estimated reliably. Timing or
balance sheet date, there is an indication that a amount of the outflow may still be uncertain.
previously assessed impairment loss no longer A present obligation arises when there is a
exists, the recoverable amount is reassessed presence of a legal or constructive commitment
and the asset is reflected at the recoverable that has resulted from past events, for example,
amount subject to a maximum of depreciated legal disputes or onerous contracts. Provisions
historical cost and the same is accordingly are not recognised for future operating losses.
reversed in the statement of profit and loss. Provisions are measured at the estimated
expenditure required to settle the present
m. Leases
obligation, based on the most reliable evidence
As a lessee available at the reporting date, including the
Leases of property, plant and equipment where risks and uncertainties associated with the
the Group, as lessee, has substantially all the present obligation. Provisions are discounted
risks and rewards of ownership are classified as to their present values, where the time value of
finance leases. Finance leases are capitalised money is material.
at the lease’s inception at the fair value of Any reimbursement that the Group can be
the leased property or, if lower, the present virtually certain to collect from a third party
value of the minimum lease payments. The with respect to the obligation is recognised as
corresponding rental obligations, net of finance a separate asset. However, this asset may not
charges, are included in borrowings or other exceed the amount of the related provision.
financial liabilities as appropriate. Each lease
All provisions are reviewed at each reporting
payment is allocated between the liability and
date and adjusted to reflect the current best
finance cost. The finance cost is charged to
estimate.
the profit or loss over the lease period so as to
produce a constant periodic rate of interest on In those cases where the outflow of economic
the remaining balance of the liability for each resources as a result of present obligations is
period. considered improbable or remote, no liability is
recognised.
Leases in which a significant portion of the risks
and rewards of ownership are not transferred to Contingent liability is disclosed for:
the Group as lessee are classified as operating • Possible obligations which will be
leases. Payments made under operating leases confirmed only by future events not wholly
are charged to profit or loss on a straight-line within the control of the Group or
 Amber Enterprises India Limited 197

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

• Present obligations arising from past each financial period.

events where it is not probable that an Defined contribution plans
outflow of resources will be required to
Provident fund
settle the obligation or a reliable estimate
of the amount of the obligation cannot be The Group makes contribution to statutory
made. provident fund in accordance with Employees
Provident Fund and Miscellaneous Provisions
Contingent assets are not recognised. However,
Act, 1952. The plan is a defined contribution plan
when inflow of economic benefits is probable,
and contribution paid or payable is recognised
related asset is disclosed.
as an expense in the period in which services are
p. Government grants rendered by the employee.
Grants from the government are recognised Short-term employee benefits
at their fair value where there is a reasonable Expense in respect of other short term benefits
assurance that the grant will be received and the is recognised on the basis of the amount paid or
Group will comply with all attached conditions. payable for the period during which services are
Government grants relating to income are rendered by the employee.
deferred and recognised in the profit or loss
r. Earnings per share
over the period necessary to match them with
the costs that they are intended to compensate Basic earnings per share is calculated by dividing
and presented within other income. the net profit or loss for the period attributable to
equity shareholders (after deducting attributable
Government grants relating to the purchase of
taxes) by the weighted average number of
property, plant and equipment are included in
equity shares outstanding during the period.
non-current liabilities as deferred income and
The weighted average number of equity shares
are credited to profit or loss on a straight-line
outstanding during the period is adjusted for
basis over the expected lives of the related
events including a bonus issue.
assets and presented within other income.
For the purpose of calculating diluted earnings
q. Employee benefits per share, the net profit or loss for the period
Expenses and liabilities in respect of employee attributable to equity shareholders and the
benefits are recorded in accordance with Indian weighted average number of shares outstanding
Accounting Standard 19- Employee Benefits. during the period are adjusted for the effects of
Defined benefit plans all dilutive potential equity shares.

Gratuity s. Segment reporting

The Group operates one defined benefit plan for Operating segments are reported in a manner
its employees, viz. gratuity. The cost of providing consistent with the internal reporting done to
benefits under this plan is determined on the the chief operating decision maker. The Group
basis of actuarial valuation at each year-end operates in a single operating segment and
using the projected unit credit method. Actuarial geographical segment
gain and loss for the defined benefit plan is
recognized in full in the period in which they 3. RECENT ACCOUNTING PRONOUNCEMENT
occur in other comprehensive income. In March 2018, the Ministry of Corporate Affairs
112-252

Other long term benefits (MCA) issued the Companies (Indian Accounting
Standards) Amendment Rules, 2018, notifying Ind AS
Accumulated leave expected to be carried
115, Revnue from contract with customers, Appendix
forward beyond twelve months, is treated as
Financial Section

B to Ind-AS 21, Foreign currecny transactions and

long term employee benefit. Such long term
advance consideration and amendments to certain
compensated absences are provided for based
other standards. These amendments are applicable
on the actuarial valuation using the projected
to the Group from 1st April, 2018. The Group will be
unit credit method at the year end. Accumulated
adopting the amendments from their effective date.
leave, which is expected to be utilised within
25-111

the next 12 months, is treated as short term Ind AS 115: Revenue from Contracts with Customers
employee benefit. Ind AS 115 supersedes Ind AS 11, Construction
Liability under continuity linked key resource contracts and Ind AS 18, Revenue. Ind AS 115
Statutory Reports

and deferred salary schemes is provided for on requires an entity to report information regarding
actuarial valuation basis, which is done as per nature, amount, timing and uncertainty of revenue
the projected unit credit method at the end of and cash flows arising from contract with customers.
 198 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

The principle of Ind AS 115 is that an entity should (ii) Recognition of deferred tax assets
recognize revenue that demonstrates the transfer The extent to which deferred tax assets can be
of promised goods and services to customers at an recognised is based on an assessment of the
amount that reflect the consideration to which the probability of the future taxable income against
entity expects to be entitled in exchange for those which the deferred tax assets can be utilised. The
goods and services. The standards can be applied recognition of deferred tax assets and reversal
18-19

either retrospectively to each prior reporting period thereof is also dependent upon management
presented or can be applied retrospectively with decision relating to timing of availment of tax
recognition of cumulative effect of contracts that holiday benefits available under the Income Tax
Chairman and CEO’s Perspective

are not completed contracts at the date of initial Act, 1961 which in turn is based on estimates of
application of the standard. future taxable profits.
Based on the preliminary assessment performed by (iii) Contingent liabilities
the Group, the impact of application of standard is
The Group is the subject of certain legal
not expected to be material.
proceedings which are pending in various
Appendix B to Ind AS 21, Foreign currency transaction jurisdictions. Due to the uncertainty inherent
and advance consideration in such matters, it is difficult to predict the
The appendix clarifies that the date of the transaction final outcome of such matters. The cases and
1-24

for the purpose of determining the exchange rate claims against the Group often raise difficult
to use on initial recognition of the asset, expense and complex factual and legal issues, which are
or income ( or part of it ) is the date on which an subject to many uncertainties, including but not
Corporate Overview

entity initially recognizes the non-monetary asset or limited to the facts and circumstances of each
non-monetary liability arising from the payment of particular case and claim, the jurisdiction and
receipt of advance consideration towards such asset the differences in applicable law. In the normal
, expenses or income . If there are multiple payments course of business, management consults
or receipt in advance , then an entity must determine with legal counsel and certain other experts on
an transaction date for each payments or receipts of matters related to litigation and taxes. The Group
advance consideration. accrues a liability when it is determined that an
Based on the preliminary assessment performed by adverse outcome is probable and the amount of
the Group, the impact of application of appendix is the loss can be reasonably estimated.
not expected to be material. Sources of estimation uncertainty:

Significant accounting judgements, estimates and (i) Provisions

assumptions At each balance sheet date, basis the
When preparing the financial statements management judgment, changes in facts
management undertakes a number of judgments, and legal aspects, the Group assesses
estimates and assumptions about recognition and the requirement of provisions against the
measurement of assets, liabilities, income and outstanding warranties and guarantees.
expenses. However, the actual future outcome may be
different from management’s estimates.
The actual results are likely to differ from the
judgments, estimates and assumptions made by (ii) Fair valuation of financial instruments
management, and will seldom equal the estimated Management applies valuation techniques
results. to determine the fair value of financial
Information about significant judgments, estimates instruments (where active market quotes
and assumptions that have the most significant are not available). This involves developing
effect on recognition and measurement of assets, estimates and assumptions consistent
liabilities, income and expenses are discussed below: with how market participants would price
the instrument.
Significant judgements:
(i) Evaluation of indicators for impairment of non- (iii) Recoverability of advances/receivables
financial assets At each balance sheet date, based on
The evaluation of applicability of indicators of historical default rates observed over
impairment of non-financial assets requires expected life, the management assesses
assessment of several external and internal the expected credit loss on outstanding
factors which could result in deterioration of receivables and advances.
recoverable amount of the assets.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

4. PROPERTY, PLANT AND EQUIPMENT

(All amount in INR Lakh unless stated otherwise)
Plant and Plant and
Leasehold Leasehold equipment- equipment - Furniture and Office
Description Freehold land land Buildings improvements Owned Leasehold fixtures Vehicles equipments Computers Total
Gross carrying value
As at 01 April 2016* 2,206.80 1,781.56 7,516.80 56.52 38,243.76 2,707.04 404.59 461.29 305.28 341.20 54,024.84
Additions - 18.36 889.60 - 6,003.25 - 42.10 74.29 58.54 44.56 7,130.70
Disposals (3.96) - - - (47.18) - - (27.47) - (2.21) (80.82)
As at 31 March 2017 2,202.84 1,799.92 8,406.40 56.52 44,199.83 2,707.04 446.69 508.11 363.82 383.55 61,074.72
Additions pursuance to business combination
- 1,324.58 2,291.50 - 2,044.74 - 275.77 89.98 34.35 14.32 6,075.24
(refer note 53)
Additions 17.81 113.09 1,039.28 54.69 6,055.14 - 74.03 124.60 107.22 69.92 7,655.78
Disposals - - - - (175.59) - (0.84) (6.83) - - (183.26)
As at 31 March 2018 2,220.65 3,237.59 11,737.18 111.21 52,124.12 2,707.04 795.65 715.86 505.39 467.79 74,622.48
Accumulated depreciation
As at 01 April 2016* - 72.40 864.94 16.40 9,786.72 173.96 171.78 164.76 178.83 295.29 11,725.08
Charge for the year - 19.58 241.55 6.78 2,476.63 171.60 36.52 43.87 48.36 27.71 3,072.60
Adjustment for disposals - - - - (25.36) - - (8.76) - (1.90) (36.02)
Impairment loss - - - - 22.85 - 1.84 - - - 24.69
As at 31 March 2017 - 91.98 1,106.49 23.18 12,260.84 345.56 210.14 199.87 227.19 321.10 14,786.35
Charge for the year - 23.58 293.55 8.43 2,909.50 171.60 46.80 55.24 54.23 39.27 3,602.20
Adjustment for disposals - - - - (50.69) - (0.34) (2.58) - - (53.61)
As at 31 March 2018 - 115.56 1,400.04 31.61 15,119.65 517.16 256.60 252.53 281.42 360.37 18,334.94
Net block as at 01 April 2016* 2,206.80 1,709.16 6,651.86 40.12 28,457.04 2,533.08 232.81 296.53 126.45 45.91 42,299.76
Net block as at 31 March 2017 2,202.84 1,707.94 7,299.91 33.34 31,938.99 2,361.48 236.55 308.24 136.63 62.45 46,288.37
Net block as at 31 March 2018 2,220.65 3,122.03 10,337.14 79.60 37,004.47 2,189.88 539.05 463.33 223.97 107.42 56,287.54
* Represents deemed cost on the date of transition to Ind AS. Gross block and accumulated depreciation from the previous GAAP have been disclosed for the purpose of better understanding of the original cost of assets
Notes:
(i) Contractual obligations
Refer note 42 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(ii) Capitalised borrowing cost
The borrowing cost capitalised during the year ended 31 March 2018 was INR 167.36 Lakh (31 March 2017 INR 176.52 Lakh). The Company capitalised interest amouting to INR 96.30 Lakh (31 March 2017 INR
119.17 Lakh) under product development, amounting to INR 14.45 Lakh (31 March 2017 INR nil) under intangibles under development, amounting to INR 37.75 Lakh (31 March 2017 INR 57.35 Lakh) under machinery,
amounting to INR 18.86 Lakh (31 March 2017 INR nil) under capital work in progress.
(iii) Property, plant and equipment have been pledged as security for liabilities, for details refer note 45.
(iv) Finance leases
Refer note 48 for information on property, plant and equipment taken on finance lease.
(v) During current year, expenses amounting INR 2330.97 Lakh (31 March 2017 INR 1,568.11 Lakh), net off scrap income of INR 204.63 Lakh (31 March 2017 INR 130.19 Lakh)
Amber Enterprises India Limited

comprising of raw material consumption, personnel costs, power and fuel charges and other related expenses have been capitalised under plant and machinery INR 88.64 Lakh
(31 March 2017 INR 147.17 Lakh), product development INR 333.05 Lakh (31 March 2017 INR 167.68 Lakh), intangible assets under development INR 962.26 Lakh
(31 March 2017 INR 67.28), capital work in progress INR 947.21 Lakh (31 March 2017 INR 1055.79 Lakh), being expenses eligible for capitalization.
199

Statutory Reports 25-111 Financial Section 112-252

 200 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

5. CAPITAL WORK-IN-PROGRESS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Capital work-in-progress 947.21 934.44 1,581.77
18-19

947.21 934.44 1,581.77

Notes:
(i) Refer note 4(ii) for capitalised borrowing cost and 4(v) for expenses eligible for capitalisation under capital work-in-
Chairman and CEO’s Perspective

progress.
(ii) Movement in capital work in progress:
(All amount in INR Lakh unless stated otherwise)
Particulars Amount
Capital work-in-progress as at 01 April 2016 1,581.77
Add: additions during the year 728.41
Less: capitalisation during the year (1,315.45)
Add: impairment loss on CWIP (60.29)
Capital work-in-progress as at 31 March 2017 934.44
1-24

Add: acquisition of subsidiary (refer note 52) 52.00

Add: additions during the year 1,024.96
Corporate Overview

Less: capitalisation during the year (1,064.19)

Capital work-in-progress as at 31 March 2018 947.21
(iii) The Subsidiary Company (PICL) has assessed the recoverable amount of assets located at Baddi and Parwanoo units,
whereby, such assets have been valued at their net estimated recoverable amount. The difference between the written
down values of such assets and net estimated recoverable amount has been considered as impairment loss.
6. INTANGIBLE ASSETS

(All amount in INR Lakh unless stated otherwise)

Total other
Product Technical Customer Patent and intangible
Description Goodwill Softwares development knowhow relationships Tradename trademark assets
Gross carrying value
At 01 April 2016* 3,435.45 320.99 5,682.60 - - - 30.00 6,033.59
Additions - 54.46 2,428.42 - - - - 2,482.88
Disposals - - (28.65) - - - - (28.65)
Balance as at 31 March 2017 3,435.45 375.45 8,082.37 - - - 30.00 8,487.82
Addition pursuance to business
3,131.62 4.47 - 911.00 247.00 452.00 - 1,614.47
combination (refer note 53)
Additions - 356.66 1,521.52 - - - 1.00 1,879.18
Disposals - - - - - - - -
Balance as at 31 March 2018 6,567.07 736.58 9,603.89 911.00 247.00 452.00 31.00 11,981.47
Accumulated amortisation
At 01 April 2016* 20.73 182.96 1,415.90 - - - 29.58 1,628.44
Amortisation charge for the year - 37.80 875.95 - - - 0.28 914.03
Disposals - - (28.65) - - - - (28.65)
Balance as at 31 March 2017 20.73 220.76 2,263.20 - - - 29.86 2,513.82
Amortisation charge for the year 8.87 66.50 1,172.68 26.07 12.72 12.93 0.15 1,291.05
Balance as at 31 March 2018 29.60 287.26 3,435.88 26.07 12.72 12.93 30.01 3,804.87
Net book value as at 01 April 2016* 3,414.72 138.03 4,266.70 - - - 0.42 4,405.15
Net book value as at 31 March 2017 3,414.72 154.69 5,819.17 - - - 0.14 5,974.00
Net book value as at 31 March 2018 6,537.47 449.32 6,168.01 884.93 234.28 439.07 0.99 8,176.60
* Represents deemed cost on the date of transition to Ind AS. Gross block and accumulated depreciation from the previous GAAP have been disclosed for the purpose of better
understanding of the original cost of assets.
Notes:
(i) Refer note 4(ii) for capitalised borrowing cost and 4(v) for expenses eligible for capitalisation under intangible assets.
(ii) Amortisation for the year has been included in line item ‘Depreciation and amortisation expense’ in statement of profit and loss.
Amber Enterprises India Limited
201

Statutory Reports 25-111 Financial Section 112-252

 202 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

7. INTANGIBLE ASSETS UNDER DEVELOPMENT

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Intangible assets under development 2,027.55 1,199.28 1,983.44
18-19

2,027.55 1,199.28 1,983.44

Notes:
(i) Refer note 4(ii) for capitalised borrowing cost and 4(v) for expenses eligible for capitalisation under intangible assets
Chairman and CEO’s Perspective

under development.
(ii) Movement in intangible assets under development:
(All amount in INR Lakh unless stated otherwise)
Particulars Amount
Intangible assets under development as at 01 April 2016 1,983.44
Add: additions during the year 1,382.94
Less: capitalisation during the year (2,167.10)
Intangible assets under development as at 31 March 2017 1,199.28
Add: additions during the year 2,684.27
1-24

Less: capitalisation during the year (1,856.00)

Intangible assets under development as at 31 March 2018 2,027.55
Corporate Overview

8. INVESTMENTS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Investment in equity instruments (unquoted, at fair value)*
1,040,149 equity shares (31 March 2017: Nil; 01 April 2016:
571.49 - -
Nil) of Ever Electronics Private Limited (refer note below)
571.49 - -
Aggregate amount of quoted investments and market value
- - -
thereof
Aggregate amount of unquoted investments 571.49 - -
Aggregate amount of impairment in the value of investments - - -
*Investments are stated at fair value through profit or loss as per Ind AS 109 ‘Financial Instruments’.
Notes:
The Company has made an investment of INR 571.49 Lakh for acquisition of 1,040,149 equity shares of Ever Electronics
Private Limited (“Ever”) on 30 March 2018 which represents 19% of the total share capital of Ever. Ever is engaged in the
business of manufacturing, assembling and dealing in electronic assembled printed circuit boards for home appliances and
automobile products.

9. LOANS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Non-current
Unsecured, considered good
Security deposits (refer note 44) 655.82 493.45 570.43
655.82 493.45 570.43
Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 51 - Financial risk management for assessment of expected credit losses
 Amber Enterprises India Limited 203

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

10. OTHER FINANCIAL ASSETS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Non-current
Bank deposits with more than twelve months maturity 0.86 336.30 194.28
Government grant receivable 207.72 246.00 289.27
208.58 582.30 483.55
Notes:
(i) Refer note 16(i) and 16(ii) for bank deposits with more than 12 months maturity which are under restriction.
(ii) Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised
cost and note 51 - Financial risk management for assessment of expected credit losses

11. NON CURRENT TAX ASSETS (NET)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Non-current tax assets [net of provision INR 566.45 Lakh (31
358.68
March 2017 : INR 566.45 Lakh; 01 April 2016 : INR 566.45 73.18 37.40
Lakh)]
358.68 73.18 37.40

12. OTHER NON-CURRENT ASSETS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Capital advances 574.66 713.19 717.11
Balance with statutory and government authorities* 21.25 124.62 123.45
Prepaid expenses 87.84 137.86 98.14
683.75 975.67 938.70
* includes deposit paid under protest with statutory authorities (refer note 43)

13. INVENTORIES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
(Valued at lower of cost and net realisable value, unless
otherwise stated)
Raw materials
- in hand 28,220.76 19,417.91 18,155.45
112-252

- in transit 5,584.98 527.28 154.63

Work-in-progress 1,313.43 1,697.94 953.11
Finished goods 3,511.52 4,554.13 2,481.85
Financial Section

Stores, spares and other consumables 109.27 178.52 211.92

Packing materials 757.86 259.17 248.61
Scrap (valued at net realisable value) 66.68 215.32 196.05
39,564.50 26,850.27 22,401.62
Notes:
25-111

(i) Inventories have been pledged as security for liabilities, for details refer note 45.
Statutory Reports
 204 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

14. TRADE RECEIVABLES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
- Unsecured, considered good 37,857.23 31,009.06 24,763.65
18-19

- Unsecured, considered doubtful 30.95 39.79 30.95

37,888.18 31,048.85 24,794.60
Less: allowance for doubtful debts 30.95 39.79 30.95
Chairman and CEO’s Perspective

37,857.23 31,009.06 24,763.65

Notes:
(i) Includes debtors discounted from banks INR nil (31 March 2017 : INR 5,672.77 Lakh; 01 April 2016 : INR 9,849.23 Lakh).
(ii) Trade receivables have been pledged as security for liabilities, for details refer note 45.
(iii) The carrying values of trade receivables are considered to be a reasonable approximation of fair values.
(iv) Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised
cost and note 51 - Financial risk management for assessment of expected credit losses.
1-24

15. CASH AND CASH EQUIVALENTS

(All amount in INR Lakh unless stated otherwise)

Corporate Overview

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Balances with banks:
- in current and cash credit accounts* 9,339.73 893.73 223.02
- deposits with original maturity less than three months 2,536.60 657.20 342.39
Cheques in hand 47.08 93.59 4.53
Cash in hand 17.97 14.84 12.36
11,941.38 1,659.36 582.30
* Includes debit balance of INR 3,329.45 Lakh (31 March 2017 : INR 571.30 Lakh; 01 April 2016 : INR nil) in cash credit
accounts
Notes:
(i) Other than as disclosed, there are no repatriation restrictions with respect to cash and cash equivalents as at the end of
the reporting year and comparative years.
(ii) Refer note 16(i) and 16(ii) for cash and cash equivalents which are under restriction.

16. OTHER BANK BALANCES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Deposits with original maturity more than three months but
1,439.62 1,864.48 1,316.29
less than twelve months
1,439.62 1,864.48 1,316.29
 Amber Enterprises India Limited 205

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

Notes:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
(i) Bank deposits which are under restriction:
Fixed deposits with banks held as margin money for letter
of credits, bank guarantees, working capital facilities and 1,609.83 1,509.14 1,088.53
buyers credit
Fixed deposits with banks held as margin money for term
- 395.97 322.37
loan
Fixed deposits lodged with banks for issue of guarantees
4.80 4.42 4.13
in favour of sale tax authorities
Fixed deposits with banks held as margin money for
assets taken on lease from Connect Residuary Private 85.91 85.91 82.97
Limited
Fixed deposits with banks held till security perfection - - 59.08
Interest accrual on fixed deposits 64.13 76.57 49.50
1,764.67 2,072.00 1,606.58
(ii) Bank deposits which are under restriction:
- deposits with original maturity less than three months 910.09 657.20 342.39
- deposits with original maturity more than three months
854.23 1,078.50 1,069.91
but less than twelve months
- deposits with original maturity more than twelve
0.35 336.30 194.28
months
1,764.67 2,072.00 1,606.58
(iii) The carrying values are a reasonable approximate of their fair values.

17. LOANS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Current
Unsecured, considered good
Security deposits
-to related parties* - 367.65 334.30
-to others 1,230.95 533.16 314.77
Loans to employees (refer note (ii) below) 81.39 102.77 53.08
1,312.34 1,003.58 702.15
(i) *includes security deposit to Acme Fabrications Private Limited (refer note 44)
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
(ii) Includes amount paid to related party :
Sudhir Goyal 2.15 - -
Konica Yadav 0.13 - -
112-252

Sanjay Arora 1.68 - -

Sachin Gupta 3.73 - -
(iii) The carrying values are considered to be a reasonable approximation of fair values.
Financial Section

18. OTHER FINANCIAL ASSETS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
25-111

Current
Recoverable on account of budgetary support 1,050.39 - -
Margin money against commodities hedging - - 32.72
Unbilled revenue 1.94 - -
Statutory Reports

Other recoverables 468.83 393.76 57.60

1,521.16 393.76 90.32
The carrying values are considered to be a reasonable approximation of fair values.
 206 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

19. OTHER CURRENT ASSETS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Advances to related parties* - - 13.10
Advances to suppliers 610.42 129.39 559.38
18-19

Balances with statutory authorities 1,935.61 2,070.92 2,416.36

Staff advances 56.66 - -
Prepaid expenses 159.55 134.41 75.56
Chairman and CEO’s Perspective

2,762.24 2,334.72 3,064.40

* includes amount receivable from Acme Fabrications Private Limited (refer note 44)

20. EQUITY SHARE CAPITAL

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Authorised capital
45,000,000 (31 March 2017 : 26,500,000 ; 01 April 2016 :
1-24

4,500.00 2,650.00 2,500.00

25,000,000) Equity shares of INR 10 each
Nil (31 March 2017 : 4,500,000 ; 01 April 2016 : Nil) Preference
- 450.00 -
Corporate Overview

shares of INR 10 each

4,500.00 3,100.00 2,500.00
Issued, subscribed capital and fully paid up
31,446,540 (31 March 2017 : 23,809,825 ; 01 April 2016 :
3,144.65 2,380.98 2,170.28
21,702,788) Equity shares of INR 10 each
3,144.65 2,380.98 2,170.28
(i) Terms/rights attached to equity shares
The Group has only one class of equity shares having a par value of INR 10 each. Each holder of equity share is entitled
to one vote per share. In the event of liquidation of the Group, holders of equity shares will be entitled to receive any of
the remaining assets of the Group, 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 amount in INR Lakh unless stated otherwise)
As at As at
31 March 2018 31 March 2017
No. of (INR in No. of (INR in
Particulars shares Lakh) shares Lakh)
Equity share capital of INR 10 each fully paid up
Balance at the beginning of the year 2,38,09,825 2,380.98 2,17,02,788 2,170.28
Add: Convertible preference shares converted into equity
- - 21,07,037 210.70
shares (refer (a) below)
Add: Convertible debentures converted into equity shares
21,07,030 210.70 - -
(refer (b) below)
Add: Shares issued during the year 55,29,685 552.97 - -
Balance at the end of the year 3,14,46,540 3,144.65 2,38,09,825 2,380.98

Preference share capital of INR 10 each fully paid up

Balance at the beginning of the year - - - -
Add: Convertible preference shares issued during the year - - 21,07,037 211
Less: Convertible preference shares converted into equity
- - (21,07,037) (210.70)
shares (refer (a) below)
Balance at the end of the year - - - -
(a) On 12 January 2017, the Company had issued 2,107,037 Compulsorily Convertible Preference Shares (“CCPS”) of INR
10 each at premium of INR 227.30 per CCPS, aggregating to INR 5,000 Lakh. The holder of the CCPS shall be entitled
to receive, fixed dividend in respect of the par value of the CCPS at the rate of 0.01% per annum. During the year ended
31 March 2017, CCPS were converted into equivalent number of equity shares of INR 10 each in the ratio of 1:1.
 Amber Enterprises India Limited 207

(b) The Company issued 10 Compulsorily Convertible Debentures (“CCD”) of INR 500 Lakh each aggregating to INR 5,000
Lakh. The holder of the CCD shall be entitled to receive interest in respect of the par value of the CCD at the rate of 8.65%
per annum. Each CCD shall be converted into 2,107,030 Equity Shares of INR 10 each at a premium of INR 227.30 per
equity share. The CCDs shall be compulsorily converted into equity shares: (a) on the date i.e. 10 years from the date
of issue or (b) on the day that is the 15th business day from the date of issuance of a CCD conversion notice by the
Investor, in respect of the CCD held by the Investor. During the year, the investor has exercised the option for conversion
of these debentures.

(iii) Shareholders holding more than 5% of shares of the Group as at balance sheet date
(All amount in INR Lakh unless stated otherwise)
As at As at As at
31 March 2018 31 March 2017 01 April 2016
No. of No. of No. of
% holding % holding % holding
Particulars shares shares shares
Mr. Jasbir Singh 70,55,760 22.44% 66,85,840 28.08% 66,85,840 30.81%
Mr. Daljit Singh 60,70,800 19.31% 57,00,880 23.94% 57,00,880 26.27%
Mr. Kartar Singh 7,08,667 2.25% 10,46,264 4.39% 14,80,320 6.82%
Ascent Investment Holdings Pte. 65,77,639 20.92% 99,20,041 41.66% - -
Ltd.
Reliance Alternate Investment - - - - 73,78,948 34.00%
Fund

(iv) Details of shares allotted as fully paid up by way of bonus issues during current year and last 5 years:
(All amount in INR Lakh unless stated otherwise)
Face value
Year ended (in INR) Number of shares
31 March 2018 10.00 -
31 March 2017 10.00 -
31 March 2016 10.00 -
31 March 2015 10.00 -
31 March 2014 10.00 -
31 March 2013 10.00 -
31 March 2012 10.00 1,25,33,360

21. OTHER EQUITY

(All amount in INR Lakh unless stated otherwise)

As at As at
Particulars 31 March 2018 31 March 2017
General reserve
Balance at the beginning and end of the year 391.80 391.80
Securities premium reserve
Balance at the beginning and end of the year 14,051.43 9,262.15
Add: Additions made during the year on allotment of equity shares* 51,623.15 4,789.28
112-252

Less: Share issue expenses adjusted (2,243.14)

Balance at the end of the year 63,431.44 14,051.43
Equity component of compound financial instruments
Financial Section

Balance at the beginning of the year 3,398.25 -

Add: Movement during the year (3,398.25) 3,398.25
Balance at the end of the year - 3,398.25
Surplus in the statement of profit and loss
Balance at the beginning of the year 16,043.66 14,440.55
25-111

Add : Net profit for the year 6,230.58 2,214.38

Less : Other comprehensive income
Remeasurement of defined benefit obligations (net of tax) 33.98 (7.88)
Statutory Reports

Less: Interim dividend - 501.33

Less: Tax on interim dividend - 102.06
Balance at the end of the year 22,308.22 16,043.66
86,131.46 33,885.14
 208 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

“*During the year ended 31 March 2018, the Company has completed Intial Public Offer (IPO) of 6,984,865 equity shares of
INR 10 each at an offer price of INR 859 per equity share aggregating to INR 59,960 Lakh (net of employee discount) through
fresh issue of 5,529,685 equity shares and an offer for sale by promoter selling shareholder: (i) Mr. Jasbir Singh of 727,590
equity shares and (ii) Mr Daljit Singh of 727,590 equity shares. Thereby, the total issue proceeds comprised of INR 47,468.33
Lakh including INR 46,915.36 Lakh as securities premium on account of fresh issue. Out of the securities premium, INR
2,243.14 Lakh has been utilised against share issue expenses on accrual basis.
18-19

During the year ended 31 March 2018, the investor has exercised the option for conversion of 10 CCDs of
2,107,030 equity shares of INR 10 each at the conversion price of INR 237.30 per share (including security
Chairman and CEO’s Perspective

premium of INR 227.30 each). Thereby, the total issue proceeds comprised of INR 210.70 Lakh as capital and
INR 4,707.79 Lakh as securities premium (net of loss on conversion of CCDs).
During the year ended 31 March 2017, the Company has made a private placement of 2,107,037 preference shares of INR 10
each at the rate of INR 237.30 per share (including security premium of INR 227.30 each). Thereby, the total issue proceeds
comprised of INR 210.70 Lakh as capital and INR 4,789.30 Lakh as securities premium. These shares have been further
converted into equity shares of INR 10 each during the year in the ratio of 1:1.
Nature and purpose of other reserves

Securities premium reserve

1-24

Securities premium reserve represents premium received on issue of shares. The reserve is bieng utilised in accordance with
the provisions of the Companies Act.
Corporate Overview

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

Equity component of compound financial instruments

This reserve represents equity component of compulsory convertible debenture.

22. LONG-TERM BORROWINGS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Secured
Term loans
from banks 3,077.89 8,391.84 3,749.13
from others 618.20 10,580.19 10,944.49
Vehicle loan
-from banks 65.40 14.25 -
-from others 25.95 36.61 19.99
Liability component of compound financial instruments
8.65% Compulsory convertible debentures of INR 500 Lakh
- 2,419.16 -
each
Long term maturities of finance lease obligations 543.01 748.11 1,265.08
4,330.45 22,190.16 15,978.69
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

Notes:
(i) For repayment terms of the outstanding long-term borrowings (including current maturities) refer the table below:
(All amount in INR Lakh unless stated otherwise)
S. Nature of Name of Lender As at As at As at
No. loan Company 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
1 Term loan Holding HDFC Bank - - - - 1,226.98 545.32 First pari passu charge on all the present and future current Base Rate 22 equal quaterly
from bank Company Limited assets, first pari passu charge on moveable fixed assets of the + 2.15% installments of
( in Rupees ) company exclusive of those specifically hypothecated to other p.a. INR 136.3 Lakh.
banks, first pari passu charge on plot no. C-1, phase- II, focal
point, Rajpura belonging to the company and, plot no. C-2, phase-
II, focal point, Rajpura belonging to Acme Fabrications Private
Limited and negative lien on plot no. C-12 urban estate focal point,
Rajpura belonging to Acama Appliances Private Limited, exclusive
charge on the machinery purchased out of the proceeds of this
term loan , exclusive charge on the Jhajjar factory building- khewat
no. 29 min, khata no 29 min, rect no 92, kila no 13 (8-0), 14/1
(1-15), 17 (7-7), 18(8-0), khewat no. 110 min, khata no 125 min,
rect no 92, kila no 6/2 (4-0), 7/1 (4-0), khewat no. 916 min, khata
no 1031 min, rect no 92, kila no 8/2 (3-18), 15/1 (4-0), 16/2 (5-17),
khewat no. 143 min, khata no 167 min, rect no 92, kila no 23/2/1
(2-4), situated in village dadr toe, tehsil-Jhajjar, district-Jhajjar
valued at 120 million.
The term loans are also secured by corporate guarantees of
Acme Fabrications Private Limited and Acama Appliances Private
Limited and personal guarantee of Mr. Kartar singh (Chairman
Emeritus), Mr. Jasbir singh (Chairman & CEO), Mr. Daljit singh (
Managing Director) and Mr. Kirpal singh (Director).
2 "Term loan Holding Axis Bank - - - - 166.67 222.22 Exclusive charge by way of hypothecation on fixed assets funded Base Rate 18 equal quaterly
from bank Company Limited out of the term loan, first pari passu charge by way of equitable + 2.5% installments of
( in Rupees )" mortgage of 3 immovable properties including land and building p.a. INR 55.5 Lakh each.
located at plot no. C-1, phase- II, focal point, Rajpura punjab owned
by the company and plot no. C-2, phase- II, focal point, Rajpura
punjab owned by Acme Fabrications Private Limited and plot no.
D-36-37-38 , selaqui Dehradun, Uttaranchal pardesh owned by the
company, negative lien on plot no. C-12, urban estate, focal point,
Rajpura punjab in the name of Acama appliances private. Limited.
The term loans are also secured by corporate guarantees of
Acme Fabrications Private Limited and Acama Appliances Private
Limited and personal guarantees of Mr. Jasbir singh (Chairman &
CEO) and Mr. Kartar singh (Chairman Emeritus).
Amber Enterprises India Limited
209

Statutory Reports 25-111 Financial Section 112-252

 Corporate Overview 1-24 Chairman and CEO’s Perspective 18-19 Our Leadership Team 20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

210

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
(All amount in INR Lakh unless stated otherwise)
S. Nature of Name of Lender As at As at As at
No. loan Company 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
3 Term loan H o l d i n gAxis Bank - - - - 213.22 160.00 First pari passu charge by way of equitable mortgage of Base Rate 60 monthly installments of
from bank Company Limited commercial property situated at plot no. 99, sector 6, faridabad + 2.5% p.a. INR 13 Lakh starting from
( in Rupees ) (admeasuring 2,566.68 sq. Yards), extension of first pari passu August 2013.
Annual Report 2017-18

charge on commercial property , situated at plot no. 92, sector 6,

faridabad (admeasuring 2,566.68 sq. Yards) presently in the name
of PICL(India) private limited, (a subsidiary company) subservient
charge on the current assets of the company, both present and
future.
The terms loans are also secured by personal guarantees of Mr.
Kartar singh (Chairman Emeritus) and Mr. Jasbir singh (Chairman &
CEO) and corporate guarantee of PICL (India) private limited.
4 Term loan H o l d i n gSBER Bank - - - - - 370.55 First pari passu charge on all the present and future current assets 13.15% p.a. 7 monthly ballooning
from bank Company of the company, first pari passu charge on moveable fixed assets of installments starting from
( in Rupees ) the company exclusive of those specifically hypothecated to other March 2016 as per the
banks, first pari passu charge on plot no. C-1, phase- II, focal point, repayment schedule.
Rajpura and plot no. D-36-37-38, selaqui Dehradun, uttaranchal in
the name of the company and first pari passu charge on plot no.
C-2, phase- II, focal point, Rajpura in the name of Acme Fabrications
Private Limited and negative lien on plot no. C-12, phase- II, focal
point, Rajpura in the name of Acama Appliances Private Limited.
The corporate loan is also secured by corporate guarantees of
Acme Fabrications Private Limited and Acama Appliances Private
Limited and personal guarantees of Mr. Jasbir singh (Chairman &
CEO) and Mr. Daljit singh (Managing Director).
5 Term loan H o l d i n gIDFC Bank - - 1,960.00 800.00 2,157.00 240.00 Exclusive charge on plant and machinery of INR 1500 Lakh and 1 Year 44 monthly structured
from bank Company Ltd. exclusive charge on land and building of the plant situated at H-23, MCLR+1.6% installments starting
( in Rupees ) industrial area, selaqui, Dehradun. Interim mortgage on A-1/1A, from Jan 2017 as per the
industrial area, selaqui, Dehradun. The term loan is also secured by repayment schedule.
personal guarantees of Mr. Jasbir singh (Chairman & CEO) and Mr.
Daljit singh (Managing Director).
6 Term loan H o l d i n gIndusInd - - 6,492.72 - - - Exclusive charge on hypothecation on moveable fixed asets MCLR + 28 quarterly structured
from bank Company Bank Limited at 1.) D-36,37,38 upsidc selaqui, Dehradun, 2.) D-93, midc, 1.30% p.a. installments starting from
( in Rupees ) ranjangaon, pune, 3.) C-1, phase- II, focal point, Rajpura, 4.) C-3, June 2018 as per the
upsidc industrial area,kasna,up and exclusive charge by way repayment schedule.
of mortgage of property at d-93, midc, ranjangaon, pune and
second pari passu charge on curent assets of the company.
The term loan is also secured by personal guarantees of Mr. Jasbir
singh (Chairman & CEO) and Mr. Daljit singh (Managing Director).
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

S. Nature of Name of Lender As at As at As at
No. loan Company 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
7 Term loan SubsidiaryRatnakar 354.38 157.50 227.50 70.00 - - Secured by first pari passu charge on all the present and future current 10.75% p.a Repayable in 13 quarterly
from bank company bank limited assets of the company, first pari passu charge on moveable fixed installments with last
( in Rupees ) assets of the Company exclusive of those specifically hypothecated instalment payable on 30
to other banks, first pari passu charge on Plot No. 92, Sector-6, June 2021.
Faridabad in the name of the Company and first pari passu charge
on Plot No. 99, Sector-6, Faridabad in the name Amber Enterprises
India Limited (formerly Amber Enterprises (India) Private Limited).
The term loan is also secured by Corporate guarantees of Amber
Enterprises India Limited (formerly Amber Enterprises (India) Private
Limited) and personal guarantees of Mr. Jasbir Singh (Director) and
Mr. Daljit Singh (Managing Director) of the Company.
8 Term loan SubsidiaryHDFC Bank - - - - - 199.61 Secured by first pari passu charge on all the present and future 12.15% p.a Repayable in 2
from bank company Ltd. current assets of the company, first pari passu charge on moveable installments
( in Rupees ) fixed assets of the Company exclusive of those specifically
hypothecated to other banks, first pari passu charge on Plot No. 92,
Sector-6, Faridabad in the name of the Company and first pari passu
charge on Plot No. 99, Sector-6, Faridabad in the name Amber
Enterprises India Limited (formerly Amber Enterprises (India) Private
Limited). The term loan is also secured by Corporate guarantees
of Amber Enterprises India Limited (formerly Amber Enterprises
(India) Private Limited) and personal guarantees of Mr. Jasbir Singh
(Director) and Mr. Daljit Singh (Managing Director) of the Company.
9 Term loan SubsidiaryYes bank 375.00 100.00 - - - - Secured by first pari passu charge on all the present and future current 9.45% p.a Repayable in 19 quarterly
from bank company assets of the company, first pari passu charge on moveable fixed installments with last
( in Rupees ) assets of the Company exclusive of those specifically hypothecated instalment payable on 11
to other banks, first pari passu charge on Plot No. 92, Sector-6, December 2022.
Faridabad in the name of the Company and first pari passu charge
on Plot No. 99, Sector-6, Faridabad in the name Amber Enterprises
India Limited (formerly Amber Enterprises (India) Private Limited).
The term loan is also secured by Corporate guarantees of Amber
Enterprises India Limited (formerly Amber Enterprises (India) Private
Limited) and personal guarantees of Mr. Jasbir Singh (Director) and
Mr. Daljit Singh (Managing Director) of the Company.
10 Vehicle loans SubsidiaryHDFC bank - 3.08 - - - -The term loan from bank is secured by way of hypothecation of car. 10.50% p.a Repayable in 7 monthly
from Banks company Ltd. installments with last
instalment payable on 05
October, 2018.
Amber Enterprises India Limited
211

Statutory Reports 25-111 Financial Section 112-252

 Corporate Overview 1-24 Chairman and CEO’s Perspective 18-19 Our Leadership Team 20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

212

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

S. Nature of Name of Lender As at As at As at
No. loan Company 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
11 Vehicle loans SubsidiaryHDFC bank 11.55 16.04 - - - - The term loan from bank is secured by way of hypothecation of car. 9.25% p.a Repayable in 20 monthly
from Banks company Ltd. installments with last
instalment payable on 05
Annual Report 2017-18

November, 2019
12 Term loan SubsidiaryIDFC bank 2,352.94 147.06 - - - -Term loan from IDFC bank is secured by way of exclusive charge on all 9.50% p.a Repayable in 51 monthly
from bank company Ltd. current and fixed assets of the Company (including land and building installments with last
( in Rupees ) of plant situated at 27 & 28, Ecotech, Greater Noida). The term loans instalment payable on 31
is also secured by corporate guarantee of Amber Enterprises India March 2023.
Limited (Holding Company).
13 Vehicle loans SubsidiaryHDFC bank 12.37 4.59 - - - -The term loan from bank is secured by way of hypothecation of car. 8.35% p.a Repayable in 37 monthly
from Banks company Ltd. installments with last
instalment payable on 05
May, 2021
14 Vehicle loans SubsidiaryHDFC bank 12.37 4.59 - - - - The term loan from bank is secured by way of hypothecation of car. 8.35% p.a Repayable in 37 monthly
from Banks company Ltd. installments with last
instalment payable on 05
May, 2021
15 Vehicle loans SubsidiaryHDFC bank 18.19 6.75 - - - - The term loan from bank is secured by way of hypothecation of car. 8.35% p.a Repayable in 37 monthly
from Banks company Ltd. installments with last
instalment payable on 05
May, 2021
16 Term loan H o l d i n gTata capital - - 719.20 359.66 783.25 261.11 Subservient charge by way of hypothecation on all the current LTLR - "54 equal monthly
from Others Company financial assets (both present and future) of the company and first and 5.50% p.a. installments of
services exclusive charge by way of hypothecation on equipment funded INR 27 Lakh starting from
limited by Tata Capital Financial Services Limited and unconditional and October 2015"
irrevocable personal guarantee of Mr. Jasbir singh (Chairman &
CEO), Mr. Kartar singh (Chairman Emeritus) and Mr. Daljit singh
(Managing Director).
17 Term loan H o l d i n gBajaj Finance - - - - 1,822.98 423.32 Exclusive charge on moveable fixed assets amounting to INR 12.05% p.a. 60 monthly structured
from Others Company Limited 3000 Lakh and exclusive charge by way of equitable mortgage on installments starting
property situated at C-11, focal point, Rajpura, punjab in the name from Aug 2015 as per the
M/s Acme Engineering and Fabrications. The corporate loan is repayment schedule.
also secured by corporate guarantees of acme engineering and
fabrications and personal guarantees of Mr. Jasbir singh (Chairman
& CEO) and Mr. Daljit singh (Managing Director).
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

S. Nature of Name of Lender As at As at As at
No. loan Company 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
18 Term loan Holding Seimens 597.49 342.05 939.53 320.95 975.55 247.26 Exclusive charge by way of hypothecation on equipment funded 10.75% to Tranche 1 of INR 1,222.8
from Others Company Financial by term loan and non interest bearing refundable security deposit 11% p.a. Lakh is repayable in 55
Services amounting to INR 160.56 Lakh. It is also secured by personal monthly installments
Limited guarantees of Mr. Jasbir singh (Chairman & CEO) and Mr. Daljit and Tranche 2 of INR
singh (Managing Director). 284.9 Lakh is repayable
in 54 equal monthly
instalments.
19 Term loan Holding Hero - - 7,125.00 375.00 7,500.00 - Exclusive charge by way of equitable mortgage on the immovable 12.10% p.a. Repayable in 4 quarterly
from Others Company Fin Corp properties being land and building at plot no.a-1/1 at selaqui installments of INR 125
Limited industrial area, Dehradun. And exclusive charge by of equitable Lakh and 20 quaterly
mortgage on the property situated at C-11, focal point, Rajpura in instalments of INR 350
the name of M/s Acme Engineering & Fabrications. Also secured Lakh starting from July
by first & exclusive charge on plant and machinery upto ` 981.7 2017.
million located at H-23, industrial area, selaqui, Dehradun and plot
no.a-1/1& 1a at selaqui industrial area, Dehradun. The corporate
loan is also secured by interim mortgage on H-23 , industrial
area , selaqui, Dehradun (already mortgaged with Herofin corp).
The corporate loan is also secured by personal guarantees of
Mr. Jasbir singh (Chairman & CEO), Mr. Daljit singh (Managing
Director) and Mr. Kartar singh (Chairman Emeritus) up to an
extent of INR 600 Lakh.
20 Term loan H o l d i n gTata capital - - 1,900.00 100.00 - - Subservient charge by way of hypothecation on all the current LTLR - Repayable in 20
from Others Company financial assets (both present and future) of the company and first and 7.00% p.a. quarterly installments
services exclusive charge by way of hypothecation on equipment funded of 5 tranches as per the
limited by Tata Capital Financial Services Limited and unconditional and repayment schedule.
irrevocable personal guarantee of Mr. Jasbir singh (Chairman &
CEO) and Mr. Daljit singh (Managing Director).
21 Term loan SubsidiaryIntec capital 42.58 33.99 - - - - "The loan from Intec Capital Limited is secured by first charge, 14.00% p.a Repayable in 25 monthly
from Others company limited by way of exclusive hypothecation lien mark on the performa installments with last
invoices in favour of Intec Capital Ltd. covering the entire value of instalment payable on 05
the assets funded and personal guarantee of directors. April, 2020.
Also, collateral money of 23% of `129.87 Lakh (31 March 2017:
23% of ` 129.87 Lakh; 1 April 2016: 30% of ` 281.53 Lakh, 15% of
` 75 Lakh and 23% of ` 129.87 Lakh) is given as security deposit."
22 Vehicle loans H o l d i n gVarious 10.92 3.33 14.25 3.04 - - Hypothecation of specific vehicles purchased out of the proceeds 9% to 10% The loan is to be repaid
from Banks Company banks of those loans p.a. as per the repayment
Amber Enterprises India Limited

schedule in equivated
annual instalments.
213

Statutory Reports 25-111 Financial Section 112-252

 Corporate Overview 1-24 Chairman and CEO’s Perspective 18-19 Our Leadership Team 20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

214

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

S. Nature of Name of Lender As at As at As at
No. loan Company 31 March 2018 31 March 2017 31 March 2016
Non- Current Non- Current Non- Current Interest
Current Current Current Nature of securities rate Tenure of repayment
23 Vehicle loans H o l d i n gFinancial 21.36 20.31 25.11 12.58 19.99 5.85 Hypothecation of specific vehicles purchased out of the proceeds 9% to 10% As per the Repayment
from Others Company Institutions of those loans schedule in equivated
Annual Report 2017-18

annual instalments
24 Vehicle loans SubsidiaryToyota 4.58 6.73 11.50 6.14 - - Above loans are secured against hypothecation of specific 9.25% Repayable in 20 monthly
from Others company financial vehicles purchased out of the proceeds of these loans. instalments with last
private instalment payable on 10
limited November 2019.
25 Compulsory H o l d i n gAscent - - 2,419.16 - - - Not applicable 8.65% p.a. The CCDs shall be
convertible Company Investment compulsorily converted
debentures Holdings into 210,703 equity
Pte. Limited shares at a premium
of ` 227.30 per equity
share: (a) on the date
i.e. 10 years from the
date of issue or (b) on
the day that is the 15th
business day from the
date of issuance of a
CCD conversion notice
by the Investor, in respect
of the CCD held by the
Investor. The Same has
been converted on 2nd
December 2017.
26 Finance lease H o l d i n gConnect 9.10 341.59 132.66 266.00 374.90 248.01 Pledge of fixed deposits of ` 6.89 million and refundable security 8.68% p.a. INR 60.85 for every
obligations Company Residuary deposit amounting ` 18.11 million. to 9.37% INR 1000 value of
Private p.a. machinery in 20 quaterly
Limited installmeents.
27 Finance lease H o l d i n gGE Capital 336.13 286.22 603.04 274.74 877.79 218.34 Secured by way of ownership of leased equipment and personal 14% to 15% 60 monthly installment
obligations Company India Limted guarantee of Mr. Jasbir singh (Chairman & CEO) and Mr. Daljit p.a. from the date of
singh (Managing Director). respective drawdown as
per repayment schedule.
28 Finance lease H o l d i n gLessor of 12.41 1.56 12.41 1.56 12.39 1.56 Secured by the hypothecation of assets financed Refer note 48
obligations Company leasehold
lands
29 Vehicle loans SubsidiaryDiamler - - - - - 3.32 Above loans are secured against hypothecation of specific 9.56% Repayable in 35 monthly
from Others company Financial vehicles purchased out of the proceeds of these loans. instalments with last
Institutions instalment payable on 11
May 2016
30 Finance lease Subsidiary 185.37 7.98 - - - - Finance lease obligations are secured by the hypothecation of Refer note 44
obligations company assets financed.
Less : Unamortised processing fees (26.29) - (391.92) - (152.03) -
Total 4,330.45 1,483.37 22,190.16 2,589.66 15,978.69 3,146.47
(ii) Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and note 51 - Financial risk management for assessment of expected credit losses.
 Amber Enterprises India Limited 215

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

23. TRADE PAYABLES NON-CURRENT

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Dues to micro and small enterprises [refer note 29] - - -
Dues to creditors other than micro enterprises and small
- - 3,883.93
enterprises
- - 3,883.93
Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 51 - Financial risk management for assessment of expected credit losses

24. OTHER FINANCIAL LIABILITIES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Non-current
Security deposits 28.22 - -
Put liability for acquisition of minority interest (refer note 53) 2,225.80 - -
2,254.02 - -
Refer note 50 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and note
51 - Financial risk management for assessment of expected credit losses

25. PROVISIONS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Provision for employee benefits
Gratuity 317.32 234.04 201.46
Compensated absences 93.68 98.35 108.31
411.00 332.39 309.77
For disclosures related to provision for employee benefits, refer note 49- Employee benefit obligations.

26. DEFERRED TAX LIABILITIES (NET)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Tax effect of items constituting deferred tax assets:
112-252

Provision for employee benefits 190.02 133.89 102.64

Financial assets and financial liabilities at amortised cost 62.30 0.89 -
Expenses deductible on payment basis 37.60 31.81 26.60
Financial Section

State and central taxes, etc. 66.99 - -

Provision for doubtful debts 10.82 13.63 9.56
Adjustment for compulsory-convertible debentures - 837.22 -
Unabsorbed depreciation 338.82 136.84 -
Unrealised stock reserve 3.95 22.66 18.73
25-111

Others 8.76 - -
Tax credit (minimum alternative tax) 3,276.85 3,283.99 2,307.77
Total deferred tax assets 3,996.11 4,460.93 2,465.30
Statutory Reports

Set-off of deferred tax liabilities pursuant to set-off

(3,996.11) (4,438.27) (2,465.30)
provisions
 216 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Net deferred tax assets - 22.66 -
Tax effect of items constituting deferred tax liabilities
Timing difference on depreciation and amortisation of fixed
18-19

6,380.62 5,156.93 3,433.14

assets
Financial assets and financial liabilities at amortised cost 1.41 (73.96) 40.00
Fair valuation of net assets on businesss combination 1,129.37 - -
Chairman and CEO’s Perspective

Others 2.07 25.77 19.05

Total deferred tax liabilities 7,513.47 5,108.74 3,492.19
Set-off of deferred tax liabilities pursuant to set-off
(3,996.11) (4,438.27) (2,465.30)
provisions
Net deferred tax liabilities 3,517.36 670.47 1,026.89

Notes:

(i) Movement in deferred tax assets/(liabilities) for year ended 31 March 2018:
1-24

(All amount in INR Lakh unless stated otherwise)

Recognised Recognised
Acquisition in other statement
Corporate Overview

31 March of subsidiary Recognised comprehensive of profit and 31 March

Particulars 2017 (refer note 53) in equity income/ equity loss 2018
Tax effect of items constituting
deferred tax assets:
Provision for employee benefits (133.89) - - 17.81 (73.94) (190.02)
Financial assets and financial liabilities
(0.89) (48.15) - - (13.26) (62.30)
at amortised cost
Fair valuation of derivative contracts - - - - - -
Expenses deductible on payment
(31.81) - - - (5.79) (37.60)
basis
State and central taxes, etc. - (140.63) - - 73.64 (66.99)
Provision for doubtful debts (13.63) - - - 2.81 (10.82)
Adjustment for compulsory-
(837.22) - 804.58 - 32.64 -
convertible debentures
Unabsorbed depreciation (136.84) - - - (201.98) (338.82)
Unrealised stock reserve (22.66) - - - 18.71 (3.95)
Others - - - - (8.76) (8.76)
Tax credit (minimum alternative tax) (3,283.99) - - - 7.14 (3,276.85)
Total deferred tax assets (4,460.93) (188.78) 804.58 17.81 (168.79) (3,996.11)
Tax effect of items constituting
deferred tax liabilities
Timing difference on depreciation and
5,156.93 283.47 - - 940.23 6,380.62
amortisation of fixed assets
Financial assets and financial liabilities
(73.96) - - - 75.37 1.41
at amortised cost
Fair valuation of net assets on
- 1,168.92 - - (39.55) 1,129.37
businesss combination
Others 25.77 - - - (23.70) 2.07
Total deferred tax liabilities 5,108.74 1,452.39 - - 952.35 7,513.47
Deferred tax liabilities (net) 647.81 1,263.61 804.58 17.81 783.56 3,517.36
 Amber Enterprises India Limited 217

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(ii) Movement in deferred tax assets/(liabilities) for year ended 31 March 2017:
(All amount in INR Lakh unless stated otherwise)
Recognised Recognised
in other statement
01 April Recognised comprehensive of profit and 31 March
Particulars 2016 in equity income loss 2017
Tax effect of items constituting deferred tax assets:
Provision for employee benefits (102.64) - (3.68) (27.57) (133.89)
Others - - - (0.89) (0.89)
Expenses deductible on payment basis (26.60) - - (5.21) (31.81)
Trade receivables (9.56) - - (4.07) (13.63)
Adjustment for compulsory-convertible debentures - (847.71) - 10.49 (837.22)
Unabsorbed depreciation - - - (136.84) (136.84)
Unrealised stock reserve (18.73) - - (3.93) (22.66)
Tax credit (minimum alternative tax) (2,307.77) - - (976.22) (3,283.99)
Total deferred tax assets (2,465.30) (847.71) (3.68) (1,144.24) (4,460.93)
Tax effect of items constituting deferred tax liabilities
Timing difference on depreciation and amortisation
3,433.14 - - 1,723.79 5,156.93
of fixed assets
Financial assets and financial liabilities at amortised
40.00 - - (113.96) (73.96)
cost
Others 19.05 - - 6.72 25.77
Total deferred tax liabilities 3,492.19 - - 1,616.55 5,108.74
Deferred tax liabilities (net) 1,026.89 (847.71) (3.68) 472.31 647.81

(iii) Refer note 46 for income tax related disclosures.

27. OTHER NON-CURRENT LIABILITIES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Deferred revenue 261.02 288.40 315.94
261.02 288.40 315.94

28. SHORT-TERM BORROWINGS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Secured
112-252

Working capital demand loans 2,299.03 2,672.36 4,869.50

Cash credits 2,131.92 2,473.32 7,285.66
Overdraft facilities - - 106.99
Financial Section

Buyers credit 1,093.64 3,167.73 1,884.73

Dues for bill discounted 254.25 2,794.35 4,398.10
Packing credit 384.53 315.36 1,957.54
Foreign currency loan - 568.52 -
6,163.37 11,991.64 20,502.53
Unsecured
25-111

Dues for bill discounted - 3,232.63 6,306.12

From director 57.01 - -
6,220.38 15,224.27 26,808.64
Statutory Reports
 218 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

Notes:

a. Details of security of short term borrowings for the year ended 31 March 2018
Working capital demand loans, cash credits, packing credit, foreign currency loan, bill discounting and buyers’ credit
facilities (except IDFC Bank) 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 unencumbered moveable fixed assets of the Company,
18-19

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 Holding Company and Plot No. C-2, Phase-II, Focal
Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-37-38, Selaqui, Dehradun,
Chairman and CEO’s Perspective

Uttaranchal in the name of the Holding Company and negative lien on Plot No. C-12 Urban Estate Focal Point, Rajpura,
Punjab in the name of Acama Appliances Private Limited, first pari passu charge on Plot No. 92, Sector-6, Faridabad
in the name of the Subsidiary Company and first pari passu charge on Plot No. 99, Sector-6, Faridabad in the name of
Holding Company. The loans are also secured by personal guarantee of Mr. Jasbir Singh (Chairman and CEO) and Mr.
Daljit Singh (Managing Director).In the holding company the loans are also secured by corporate guarantees of Acme
Fabrications Private Limited and Acama Appliances Private Limited and in the subsidiary company the loans are secured
by corporate guarantees of holding Company and are repayable on demand. In the case of Holding company short term
Borrowings sanctioned from IDFC Bank i.e. INR 4750 lacs is secured by subservient charge on on all the present and
future current assets of the Company and also secured by personal guarantee of Mr. Jasbir Singh (Chairman and CEO)
1-24

and Mr. Daljit Singh (Managing Director).Out of this INR 4750 lacs, INR 1750 lacs is also secured by exclusive charge
on Plant & Machinery situated at jhajjar and INR 3000 lacs is also secured by exclusive charge on immovable property
Corporate Overview

situated at A-1/1A, Selaqui, Dehradun. In the case of one of the subsidiary company, short term Borrowings sanctioned
from IDFC Bank i.e. INR 2000 lacs is secured by exclusive charge on all current assets and fixed assets including land
building of one of the subsidiary situated at plot no. 27 & 28, ecotech, greated noida and corporate guarantee of holding
company.
b. Terms of repayment and interest rate for the year ended 31 March 2018
- Working capital demand loans from banks amounting to INR 2,299.03 Lakh carrying interest rate varying from 8.70%
to 9.50% is repayable on demand.
- Cash credit from banks amounting to INR 2,131.92 Lakh, carrying interest rate varying from 9.20% p.a. to 12.00% p.a.
is repayable on demand.
- Buyers’ credit from banks amounting to INR 1,093.64 Lakh carrying interest rate varying from LIBOR+ 0.25% p.a. to
0.75% p.a. is repayable on demand.
- Packing credit from banks amounting to INR 384.53 Lakh carrying interest carrying interest varying from LIBOR+
1.50% to 3.50% is repayable on demand.
- Unsecured loan from Directors amounting to INR 57.01 lacs carrying nil interest rate is repayable on demand.
-Discounting facilities include secured purchase bills discounting of INR 254.25 Lakh, carrying interest rate at 8.6% p.a.
is repayable on demand.
c. Details of security of short term borrowings for the year ended 31 March 2017
- Working capital demand loans, cash credits, packing credit, foreign currency loan, bill discounting and buyers’ credit
facilities (except IDFC Bank and Tata capital financial services limited) 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 unencumbered
moveable fixed assets 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 Holding Company and
Plot No. C-2, Phase-II, Focal Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-
37-38, Selaqui, Dehradun, Uttaranchal in the name of the Holding Company and negative lien on Plot No. C-12 Urban
Estate Focal Point, Rajpura, Punjab in the name of Acama Appliances Private Limited, first pari passu charge on Plot
No. 92, Sector-6, Faridabad in the name of the Subsidiary Company and first pari passu charge on Plot No. 99, Sector-6,
Faridabad in the name of Holding Company. The loans are also secured by personal guarantee of Mr. Kartar Singh
(Chairman Emeritus), Mr. Jasbir Singh (Chairman & CEO), Mr. Kirpal Singh (Director) and and Mr. Daljit Singh ( Managing
Director) and corporate guarantees of Acme Fabrications Private Limited and Acama Appliances Private Limited and
of the Holding Company and are repayable on demand. Short Term Borrowings sanctioned from IDFC Bank i.e. ` 3000
Lacs is secured by exclusive charge on immovable property situated at A-1/1A, Selaqui, Dehradun and ` 1750 Lacs is
secured by exclusive charge on Plant & Machinery (written down value ` 600 Lacs) of the company property situated
at Rajpura and land & building of the Plant situated at H-23, Integrated Industrial Estate,Selaqui , Dehardun.The loans
 Amber Enterprises India Limited 219

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

are also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director).
Short Term Borrowings sanctioned from Tata Capital Financial Services ltd. of INR 5000 lacs is secured by subservient
charge on all the present and future current assets of the Company and also secured by personal guarantee of Mr.
Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director).

d. Terms of repayment and interest rate for the year ended 31 March 2017
- Working capital demand loans from banks amounting to INR 2,672.36 Lakh carrying interest rate varying from 9.50%
p.a. to 11.35% p.a. is repayable on demand.
- Cash credit from banks amounting to INR 2,473.32 Lakh, carrying interest rate varying from 10.25% p.a. to 12.25% p.a.
is repayable on demand.
- Buyers’ credit from banks amounting to INR 3,167.73 Lakh carrying interest rate varying from LIBOR+ 0.30% p.a. to
0.75% p.a. is repayable on demand.
- Packing credit from banks amounting to INR 315.36 Lakh carrying interest carrying interest varying from LIBOR+
1.50% to 3.50% is repayable on demand.
- Foreign currency loan from banks amounting to INR 568.52 Lakh carrying interest rate varying from LIBOR+ 1.29% to
1.41% is repayable on demand.
- Discounting facilities secured of INR 2794.35 Lakh & unsecured of INR 3232.63 Lakh.

e. Details of security of short term borrowings for the year ended 01 April 2016
Working Capital Demand Loans, Cash Credits, Bill Discounting, Overdraft and Buyers’ Credit facilities (except IDFC Bank
and Tata capital financial services limited) 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 unencumbered moveable fixed assets 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 Holding Company and Plot No. C-2, Phase-
II, Focal Point, Rajpura, Punjab in the name of Acme Fabrications Private Limited and Plot No. D-36-37-38, Selaqui,
Dehradun, Uttaranchal in the name of the Holding Company and negative lien on Plot No. C-12 Urban Estate Focal
Point, Rajpura, Punjab in the name of Acama Appliances Private Limited, Plot No. 92, Sector-6, Faridabad in the name of
the Subsidiary Company and Plot No. 99, Sector-6, Faridabad in the name of the Holding company. The loans are also
secured by personal guarantee of Mr. Kartar Singh (Chairman Emeritus), Mr. Jasbir Singh (Chairman & CEO), Mr. Kirpal
Singh (Director) and and Mr. Daljit Singh (Managing Director) and corporate guarantees of Acme Fabrications Private
Limited and Acama Appliances Private Limited. Short Term Borrowings sanctioned from IDFC Bank i.e. INR 2000 Lakh
is secured by subservient charge on all the present and future current assets of the Company and Exclusive charge on
Land and Buliding situated at 686/58 & 691/59 , Trilok Road, Kheri, Kalaamb, Himachal Pradesh and exclusive charge on
Plant and Machinery of WDV of INR 600 Lacs. It is also secured by personal guarantee of Mr. Jasbir Singh (Chairman &
CEO) and Mr. Daljit Singh (Managing Director). Short Term Borrowings sanctioned from Tata Capital Financial Services
ltd. of INR 4000 Lakh is secured by subservient charge on all the present and future current assets of the Company and
also secured by personal guarantee of Mr. Jasbir Singh (Chairman & CEO) and Mr. Daljit Singh (Managing Director).

f. Terms of repayment and interest rate for the year ended 01 April 2016
- Working capital demnad loans from banks amounting to INR 4,869.50 Lakh carrying interest rate varying from 10.10%
112-252

to 12.00% is repayable on demand.

- Cash credit from banks amounting to INR 7,285.66 Lakh carrying interest rate varying from 11.15% to 12.75% is
repayable on demand.
Financial Section

- Buyers’ credit from banks amounting to INR 1,884.73 Lakh carrying interest rate varying from LIBOR+ 0.45% to 1.35%
is repayable on demand.
- Packing credit from banks amounting to INR 1,957.54 Lakh carrying interest carrying interest varying from LIBOR+
1.50% to 3.50% is repayable on demand.
25-111

- Overdraft facilities from banks amounting to INR 106.99 Lakh carrying interest rate varying from 12% to 12.25% is
repayable on demand.
- Discounting facilities secured of INR 4398.10 Lakh & unsecured of INR 6306.12 Lakh.
Statutory Reports
 220 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

g. Reconciliation of liabilities arising from financing activities

(All amount in INR Lakh unless stated otherwise)
Long-term Short-term
Description borrowings borrowings Total
As at 01 April 2017 24,779.82 15,224.27 40,004.09
Cash flows:
18-19

Proceeds from borrowings 7,429.00 - 7,429.00

Repayment of borrowings (24,674.04) (10,855.93) (35,529.97)
Non-cash:
Chairman and CEO’s Perspective

Debentures converted into equity shares (2,419.16) - (2,419.16)

Foreign currency fluctuation impact - (10.76) (10.76)
Impact of amortised cost adjustment for borrowings
385.33 97.08 482.41
and finance lease obligations
Acquisition of subsidiary 312.87 1,765.72 2,078.59
As at 31 March 2018 5,813.82 6,220.38 12,034.20

29. TRADE PAYABLES

1-24

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Corporate Overview

Due to micro and small enterprises [refer note (i) below] 5,269.74 2,549.61 1,645.36
Dues to related party [refer note (ii) below] 4.00 7.94 -
Dues to others 51,931.21 42,016.84 26,725.82
57,204.95 44,574.39 28,371.18

Note :

(i) Dues to micro and small enterprises pursuant to section 22 of the Micro,Small and Medium Enterprises Development
Act MSMED),2006
On the basis of confirmation obtained from suppliers who have registered themselves under the Micro, Small and
Medium Enterprises Development Act ,2006 (MSMED Act, 2006) and based on the information available with the
company,the following are the details:
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Principal amount remaining unpaid 5,260.64 2497.07 1623.42
Interest accrued and due thereon remaining unpaid 50.51 30.60 15.68
Interest paid by the company in terms of service 16 of
MSMED Act 2006, along with the amount of the payment
(93.95) - -
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
9.10 52.54 21.94
the year
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) Includes payable to related party (refer note 44)
(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Amrit Aircon System Private Limited 4.00 7.94 -
 Amber Enterprises India Limited 221

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

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

30. OTHER FINANCIAL LIABILITIES (CURRENT)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Current maturities of long-term debts:
Term loan (also refer note 22)
-from banks 404.55 870.00 1,737.71
-from others 376.04 1,155.61 931.69
Vehicle loan (also refer note 22)
-from banks 38.38 3.04 -
-from others 27.04 18.72 9.17
Finance lease obligation 637.36 542.29 467.90
Creditors for capital expenditure 463.33 519.65 416.41
Interest accrued 47.70 193.98 152.54
Expenses payable [refer note (i) below]* 2,167.51 576.72 480.45
Employee related payables [refer note (ii) below] 542.10 521.99 478.45
Forward payable [net of forward receivable INR nil (31 March
- 3.80 -
2017 : INR 150.31 Lakh ; 01 April 2016 : INR 630.58 Lakh)]
Contingent liabilities recognised at fair value pursuant to
31.78 - -
business combination [refer note 53]
4,735.79 4,405.80 4,674.32
*includes payables for offer related expenses

Note :

(i) Expenses payable includes amount payable to related party:

(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Mr. Jasbir Singh 1.99 - -
Mr. Daljit Singh 12.12 - -
Mr. Kartar Singh 1.05 - -

(ii) Include payable to directors (refer note 44)

(All amount in INR Lakh unless stated otherwise)
As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Mr. Kirpal Singh - 0.25 1.19
Mr. Kartar Singh - 0.80 3.60
Ms. Sukhmani Lakhat - - 4.40
112-252

Mr. Daljit Singh 11.19 6.97 18.94

Mr. Jasbir Singh 1.69 6.51 6.37
Financial Section

Hyun Chul Sim 6.17 - -

Udaveer Singh 2.29 - -
Sudhir Goyal 0.89 - -
Konica Yadav 0.46 - -
Sanjay Arora 3.37 - -
25-111

Sachin Gupta 1.86 - -

Statutory Reports
 222 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

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

31. OTHER CURRENT LIABILITIES

(All amount in INR Lakh unless stated otherwise)

As at As at As at
18-19

Particulars 31 March 2018 31 March 2017 01 April 2016

Advance from customers 64.79 33.00 3.64
Payable to statutory authorities 3,708.77 667.87 660.45
Chairman and CEO’s Perspective

Deferred revenue 126.47 111.16 73.12

3,900.03 812.03 737.21

32. PROVISIONS

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Provision for employee benefits
1-24

Gratuity 20.17 20.84 20.68

Compensated absences 70.93 37.90 5.40
Corporate Overview

91.10 58.74 26.08

For disclosures related to provision for employee benefits, refer note 49- Employee benefit obligations

33. CURRENT TAX LIABILITIES (NET)

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
Provision for income tax [net of advance tax and taxes
deducted at source INR 1481.12 Lakh
650.95 250.53 238. 22
(31 March 2017 : INR 781.02 Lakh ; 01 April 2016 : INR 106.72
Lakh]
650.95 250.53 238.22

34. REVENUE FROM OPERATIONS

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Operating revenue
Sale of products (including excise duty) 2,13,764.33 1,72,046.75
Sale of services 8.25 -
Other operating revenues
Scrap sales 2,103.05 1,431.22
Budgetory support under GST Regime 1,050.39 -
Job work charges 98.30 35.20
Income from repair of printed circuit board 6.64 -
Export incentive 119.86 68.28
2,17,150.82 1,73,581.45
 Amber Enterprises India Limited 223

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

35. OTHER INCOME

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Interest from
Bank deposits 159.90 152.74
Other financial assets carried at amortised cost 45.40 70.26
Other income
Lease rent (refer note 48) 9.67 -
Insurance claims 10.73 3.14
Profit on disposal of fixed assets (net) 34.17 33.52
Government grant income 27.55 27.55
Business support income 3.36 -
Liabilities no longer required written back 7.06 5.59
Foreign exchange fluctuation (net) 529.11 546.67
Sales tax refund earlier years - 1.62
Provision for doubtful debts written back 8.83 -
Freight subsidy against export 20.00 -
Bad debts recovered - 21.80
Miscellaneous income 15.85 18.38
871.63 881.27

36. COST OF MATERIALS CONSUMED

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Opening stock
Raw material 19,417.91 18,155.45
Stores, spares and other consumables 178.52 211.92
Packing material 259.17 248.61
Less: Credits under Goods and Service Tax Act, 2017 (refer note (i) below) 327.55 -
Add: Purchases made during the year 1,82,118.86 1,41,111.06
Add: acquisition of subsidiary (refer note 53) 2,646.83 -
2,04,293.74 1,59,727.04
Less: Closing stock
Raw material 28,220.76 19,417.91
Stores, spares and other consumables 109.27 178.52
Packing material 757.86 259.17
1,75,205.85 1,39,871.44
Notes:
(i) As per transitional provisions for GST, the Company has availed benefits of input tax credits available under GST for
112-252

units which were tax exempted under earlier laws on stocks lying with the Company as on 30 June 2017. Required
adjustments aggregating to INR 327.55 Lakh have been made in the cost of raw material consumed for the period
against purchases made during the last year which were lying with the Company in stocks as on 30 June 2017 too.
Financial Section
25-111
Statutory Reports
 224 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

37. CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Opening stock
18-19

Work-in-progress 1,697.94 953.11

Finished goods 4,554.13 2,481.85
Scrap 215.32 196.05
Chairman and CEO’s Perspective

Add: acquisition of subsidiary (refer note 53)

Work-in-progress 62.87 -
Finished goods 313.33 -
Closing stock
Work-in-progress 1,313.43 1,697.94
Finished goods 3,511.52 4,554.13
Scrap 66.68 215.32
Impact of excise duty on opening/closing stock 273.85 (85.33)
1,678.11 (2,751.05)
1-24

38. EMPLOYEE BENEFITS EXPENSE

(All amount in INR Lakh unless stated otherwise)

Corporate Overview

For the year ended For the year ended

Particulars 31 March 2018 31 March 2017
Salary, wages and bonus 4,579.11 4,012.64
Contribution to provident and other funds 304.47 211.66
Staff welfare expenses 93.20 142.05
4,976.78 4,366.35
For disclosures related to provision for employee benefits, refer note 49 - Employee benefit obligations

39. FINANCE COSTS

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Interest on
- Term loans 1,894.11 2,112.61
- Others 2,987.56 4,136.45
Other borrowing costs 668.93 279.36
5,550.60 6,528.42
Less: borrowing costs capitalised [refer note 4(ii)] 167.36 176.52
5,383.24 6,351.90
Note:
On 2 December 2017, 10 nos. compulsory convertible debentures (the “CCD’s”) with face value of INR 500 Lakh each were
converted into equity shares of the Company prior to filing of the red herring prospectus with the Registrar of Companies as
per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company
has paid interest on such conversion as if conversion took place on the second anniversary of allotment of CCDs, as agreed
vide letter dated 26 September 2017 entered with Ascent Investment Holdings Pte Limited. This has resulted in additional
finance cost amounting to INR 481.08 Lakh due to early conversion of CCDs. Further, during the year ended 31 March 2018,
the Company has charged off unamortised borrowing cost of INR 288.81 Lakh respectively in the statement of profit and
loss due to replacement of loans carrying higher interest with loans carrying comparatively lower interest and prepayment
of long term loans from Initial Public Offering proceeds.
 Amber Enterprises India Limited 225

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

40. DEPRECIATION AND AMORTISATION EXPENSE

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Depreciation of property, plant and equipment [refer note 4] 3,602.20 3,072.60
Amortisation of intangible assets [refer note 6] 1,299.92 914.03
Impairment [refer note 4] - 24.69
4,902.12 4,011.32

41. OTHER EXPENSES

(All amount in INR Lakh unless stated otherwise)

For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Power, fuel and water charges 2,164.27 2,042.02
Contractual labour charges 2,319.38 1,787.61
Loading and unloading charges 1,398.44 1,189.78
Freight charges 1,778.47 1,502.10
Impairment loss on capital work in progress - 60.29
Legal and professional fees 409.26 701.92
Workshop expenses 78.34 67.33
Travelling and conveyance 493.11 372.97
Repairs and maintenance
-plant and machinery 416.61 245.27
-buildings 134.85 35.53
-others 147.97 98.94
Insurance 58.80 58.49
Rent
-plant and machinery 897.76 859.21
-buildings 475.84 413.07
-others 4.02 -
Rates and taxes 43.20 48.11
Bank charges 33.70 34.41
Directors’ sitting fees 17.20 -
Job work charges 510.38 446.22
Communication expenses 71.67 90.29
Donation 6.28 5.84
Vehicle running expenses 55.49 48.63
112-252

Corporate social responsibility expenditure [refer note 56] 131.59 21.03

Printing and stationary 35.65 45.44
Financial Section

Business promotion expenses 40.30 25.38

Advances & other balance written off 193.49 24.32
Loss by fire 37.51 -
Festival expenses 11.79 29.62
Security charges 27.46 17.98
25-111

Clearing and forwarding expense - 25.27

MTM loss on forward contracts - 2.58
Provision for doubtful debts - 8.83
Statutory Reports

Bad debts 78.19 52.50

Miscellaneous expenses 522.45 285.72
12,593.47 10,646.70
 226 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

i) Payment to the statutory auditor

(All amount in INR Lakh unless stated otherwise)
For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
For Statutory audit* 34.95 31.00
18-19

Reimbursement of expenses 2.85 2.62

Total* 37.80 33.62
*Other than this, expenses aggregating INR 75.43 Lakh, amongst other share issue expenses, have been adjusted
Chairman and CEO’s Perspective

against securities premium [refer note 21]

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

(All amount in INR Lakh unless stated otherwise)

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
capital account and not provided for (net of advances) 404.01 255.84 1,476.52
1-24

43 CONTINGENT LIABILITY NOT PROVIDED FOR EXISTS IN RESPECT OF:

(All amount in INR Lakh unless stated otherwise)

Corporate Overview

As at As at As at
Particulars 31 March 2018 31 March 2017 01 April 2016
a) Service tax* 13.29 12.83 12.83
b) Sales tax** 197.87 152.79 152.90
c) Income-tax demand*** 31.36 28.54 82.97
d) Octroi tax 15.58 15.58 15.58
e) Central Excise and Custom duty**** 61.72 57.52 58.33
Claims against the Company not acknowledged as
f) debts
On account of claims by vendors 12.39 12.39 12.39
On account of claims by employees 1.58 1.58 1.58
g) Bonus***** 11.38 11.38 11.38
h) Employee provident fund****** 17.56 - -
i) Minimum wages 22.29 - -
* The Holding Company has received show cause notice from Deputy Commissioner of Central Excise against which a
reply date 24 April 2017 has been filed.
** Includes amount paid under protest INR 15.29 Lakh (31 March 2017 : INR 2 Lakh ; 01 April 2016 INR 2 Lakh). Also, the
amount appearing above is after netting off INR 14.57 Lakh already provided for in the books of accounts.
*** Includes amount paid under protest INR 37.81 Lakh (31 March 2017 : INR 37.81 Lakh ; 01 April 2016 : INR 37.81 Lakh).
Also, the amount appearing above is after netting off INR 9.32 Lakh already provided for in the books of accounts.
The Subsidiary Company has been intimated of demand aggregating INR 0.05 Lakh (previous year INR 1.19 Lakh) for
various assessment years (as above) on account of non/late filing of TDS returns, and incorrect submissions of data
with income tax authorities. The Subsidiary Company believes that on rectification of submissions with tax authorities,
such demand shall be dismissed. Further, it has received a demand of INR 44.11 Lakh for assessment year 2009-10
vide order dated 28 December 2011 from income tax department. The Subsidiary Company filed an appeal with CIT
(Appeal) and vide order dated 3 January 2014 from CIT(Appeal), the demand against the company was lowered to INR
16.27 Lakh. The Subsidiary Company had recognised this amount as a provision, however, revenue department has
preferred an appeal with ITAT against the subsidiary Company. Accordingly, INR 27.85 Lakh had been disclosed as a
contigent liability in previous year. In current year, ITAT vide order dated 17 April 2017 held that cross objection filed
by the subsidiary company and appeal by CIT(A) stand dismissed and raised demand of INR 18.92 Lakh which has
been provided in the books. As on date there is no intimation as to whether the department has preferred an appeal
against ITAT order.
**** Includes amount paid under protest INR 29.07 lacs (31 March 2017 : INR 29.07 lacs ; 01 April 2016 : INR nil). Also, the
amount appearing above is after netting off INR 12.41 lacs (31 March 2017 : INR Nil lacs ; 01 April 2016 : INR Nil lacs)
already provided for in the books of accounts.
***** The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from April 01,
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 and based on legal
opinion obtained by the management, the Company has not recognised any differential amount of bonus for the
period 01 April 2014 to 31 March 2015 (INR 11.38 lacs) and accordingly has recognised the expense as per the
amended provisions w.e.f. 01 April 2015 and onwards.
 Amber Enterprises India Limited 227

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

****** The Subsidiary Compnay has been served with orders in FY 2014-15 under Minimum Wages Law claiming INR 22.29
lacs for payment of wager below minimum wages. Also, the amount appearing above is after netting off INR 19.36
lacs (31 March 2017 : INR Nil lacs ; 01 April 2016 : INR Nil lacs) already provided for in the books of accounts.

44 RELATED PARTY DISCLOSURES

A. Relationship with related parties

I. Entities over which significant influence is exercised Amrit Aircon System Private Limited
by the company /key management personnel (either Amber Organic Farming Private Limited (till 25 August
individually or with others)
2017)
Amber Aviation (India) Private Limited (till 7 October
2016)
Acme Fabrications Private Limited (till 25 Aug 2017)
Acme Engineering and Fabrications

II. Key management personnel (KMP)

a. Mr. Kartar Singh
(Chairman Emeritus)
(Director till 25 August 2017)
b. Mr. Jasbir Singh
(Chairman and CEO)
c. Mr. Daljit Singh
(Managing Director)
d. Mrs. Amandeep Kaur
(Director)
e. Hyun Chul Sim
(Director)
f. Mr. Kirpal Singh
(Director till 12 January 2017)
g. Sukhmani Lakhat
(Director till 12 January 2017)
h. Sang Lyeol Cha
(Director) (ceased w.e.f. 22 December 2017)
i. Mr. Girish Kumar Ahuja
(Indepedent DIrector w.e.f. 26 September 2017)
j. Ms. Sudha Pillai
112-252

(Indepedent Director w.e.f. 26 September 2017)

k. Mr. Satwinder Singh
(Indepedent Director w.e.f. 26 September 2017)
Financial Section

l. Manoj Kumar Sehrawat

(Non-Executive Director)
m. Mr. Sanjay Arora
(Director Operations)
n. Mr. Udaiveer Singh
25-111

(President-RAC)
o. Sachin Gupta
(Vice President-RAC)
Statutory Reports

p. Mr. Sudhir Goyal

(Chief Financial Officer)
q. Ms. Konica Yadav
(Company Secretary and Compliance Officer)
 228 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

r. Ms. Mania Sarkar

(Company Secretary)
* With respect to the key management personnel, disclosure has been given for those relatives with whom the Group has
made transactions during the year.
The following transactions were carried out with related parties in the ordinary course of business for the year ended 31
18-19

March 2018

(All amount in INR Lakh unless stated otherwise)

Chairman and CEO’s Perspective

Entities over which

S significant influence Key management
No. Particulars is exercised personnel
(A) Transactions made during the year:
1 Rent paid
Acme Fabrications Private Limited 11.40 -
Mr. Jasbir Singh - 45.60
Mr. Daljit Singh - 17.10
2 Remuneration Paid
1-24

Mr. Kartar Singh - 2.75

Ms. Sukhmani Lakhat - 2.00
Corporate Overview

Mr. Kirpal Singh - 0.50

Mr. Sang Lyeol Cha - 39.29
3 Remuneration Paid to KMP's
Director sitting fees - 17.20
Post-employment benefits* - 94.42
Salary Paid* - 404.59
*Name of KMP
Mr. Jasbir Singh - 159.60
Mr. Daljit Singh - 149.70
Mr. Hyun Chul Sim - 16.26
Ms. Konica Yadav - 6.28
Mr. Sachin Gupta - 30.27
Mr. Udaveer Singh - 40.34
Ms. Mania Sarkar - 2.14
4 Reciept of IPO proceeds on behalf of selling shareholders
Mr. Jasbir Singh - 6,245.83
Mr. Daljit Singh - 6,245.83
5 Payment made to selling shareholders for their portion of IPO proceeds
Mr. Jasbir Singh - 5,897.88
Mr. Daljit Singh - 5,897.88
6 Expenses incurred on behalf of the selling shareholders**
Mr. Jasbir Singh - 142.05
Mr. Daljit Singh - 142.05
7 Personal guarantees taken
Mr. Jasbir Singh - 17,200.00
Mr. Daljit Singh - 17,200.00
8 Personal guarantees surrendered
Mr. Jasbir Singh - 38,200.00
Mr. Daljit Singh - 38,200.00
9 Unsecured loan from shareholder/director/associate - 21.00
 Amber Enterprises India Limited 229

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

Entities over which
S significant influence Key management
No. Particulars is exercised personnel
10 Repayment of unsecured loan to shareholder/director/associate - 14.40
(B) Balances at year end

1 Trade payables
Amrit Aircon System Private Limited 4.00 -
2 Expenses payable
Mr. Jasbir Singh - 1.99
Mr. Daljit Singh - 1.29
Mr. Kartar Singh - 1.05
3 Rent payable
Mr. Daljit Singh - 10.83
4 Security deposits
Mr. Jasbir Singh - 79.80
Mr. Daljit Singh - 79.80
5 Payable to KMP’s
Mr. Daljit Singh - 9.26
Mr. Hyun Chul Sim - 3.41
Mr. Udaveer Singh - 2.29
Mr. Sudhir Goyal - 0.89
Ms. Konica Yadav - 0.46
Mr. Sanjay Arora - 3.37
Mr. Sachin Gupta - 1.86
Ms. Mania Sarkar - 0.23
6 Loans to KMP’s
Sudhir Goyal - 2.15
Konica Yadav - 0.13
Sanjay Arora - 1.68
Sachin Gupta - 3.73
7 Expenses to be incurred on behalf of the selling shareholders**
Mr. Jasbir Singh 205.90
Mr. Daljit Singh 205.90
8 Personal guarantees taken*
Mr. Jasbir Singh - 67,596.30
112-252

Mr. Daljit Singh - 67,596.30

9 Unsecured loan from shareholder/director - 57.01
Financial Section

* The above disclosed balances of personal guarantees taken include original sanctioned limits of working capital borrowings
and term loans by the continuing banks. However, at 31 March 2018, the outstanding balance of working capital borrowings
and the term loans in respect of which personal guarantees have been taken stands at INR 28,229.74 lacs of Mr. Jasbir Singh
and INR 28,229.74 lacs of Mr. Daljit Singh
25-111
Statutory Reports
 230 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

The following transactions were carried out with related parties in the ordinary course of business for the year ended 31
March 2017

(All amount in INR Lakh unless stated otherwise)

Entities over which
S significant influence Key management
No. Particulars is exercised personnel
18-19

(A) Transactions made during the year:

1 Rent paid
Chairman and CEO’s Perspective

Acme Fabrications Private Limited 27.27 -

Mr. Jasbir Singh - 45.60
Mr. Daljit Singh - 17.10

2 Purchase of raw material

Amrit Aircon System Private Limited 7.94 -

3 Remuneration paid
1-24

Mr. Kartar Singh - 12.00

Mr. Jasbir Singh - 159.60
Corporate Overview

Mr. Daljit Singh - 155.40

Ms. Sukhmani Lakhat - 9.39
Mr. Kirpal Singh - 2.35

4 Personal guarantees taken

Mr. Jasbir Singh - 27,434.93
Mr. Daljit Singh - 27,434.93

5 Personal guarantees surrendered

Mr. Jasbir Singh 2,050.00
Mr. Daljit Singh 2,050.00

6 Corporate guarantee taken

Acme Fabrications Private Limited 11,500.00 -
 Amber Enterprises India Limited 231

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(All amount in INR Lakh unless stated otherwise)

Entities over which
S significant influence Key management
No. Particulars is exercised personnel
(B) Balances at year end
1 Corporate guarantee taken***
Acme Fabrications Private Limited 27,800.00 -

2 Trade payables
Amrit Aircon System Private Limited 7.94 -

3 Expenses payable
Acme Fabrications Private Limited 7.51 -

4 Security deposits (disclosed under loans)

Acme Fabrications Private Limited 385.00 -

5 Security deposits
Mr. Jasbir Singh - 79.80
Mr. Daljit Singh - 79.80

6 Remuneration payable
Mr. Kirpal Singh - 0.25
Mr. Kartar Singh - 0.80
Mr. Daljit Singh - 6.97
Mr. Jasbir Singh - 6.51

7 Personal guarantees taken***

Mr. Kartar Singh - 3,750.00
Mr. Jasbir Singh - 88,596.30
Mr. Daljit Singh - 88,596.30
Mr. Kirpal Singh - 1,650.00

**These are inclusive of applicable taxes.

*** The above disclosed balances of corporate guarantees and personal guarantees taken include original sanctioned
limits of working capital borrowings and term loans by the continuing banks. However, at 31 March 2017, the outstanding
balance of working capital borrowings and the term loans in respect of which corporate guarantees and personal guarantees
have been taken stands at INR 15,246 lacs of Acme Fabrications Private Limited, INR 1,695.09 lacs of Mr. Kartar Singh,
112-252

INR 49,418.23 lacs of Mr. Jasbir Singh, INR 49,418.23 lacs of Mr. Daljit Singh and INR 16.23 lacs of Mr. Kirpal Singh.
Financial Section
25-111
Statutory Reports
 232 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

The following transactions were carried out with related parties in the ordinary course of business for the year ended
01 April 2016
(All amount in INR Lakh unless stated otherwise)
Entities over which
S significant influence Key management
No. Particulars is exercised personnel
18-19

(A) Balances at year end

1 Corporate guarantees taken *
Acme Fabrications Private Limited 26,360.00 -
Chairman and CEO’s Perspective

Acme Engineering and Fabrications 2,500.00 -

2 Advances to related parties

Acme Fabrications Private Limited 13.10 -

3 Security deposits
Acme Fabrications Private Limited 385.00 -
1-24

4 Security deposits
Mr. Jasbir Singh - 79.80
Corporate Overview

Mr. Daljit Singh - 79.80

5 Remuneration payable
Mr. Kirpal Singh - 1.19
Mr. Daljit Singh - 18.94
Mr. Kartar Singh - 3.60
Ms. Sukhmani Lakhat - 4.40
Mr. Jasbir Singh - 6.37

6 Personal guarantees taken *

Mr. Kartar Singh - 24,850.00
Mr. Jasbir Singh - 77,980.22
Mr. Daljit Singh - 76,180.22
Mr. Kirpal Singh - 6,650.00
* The above disclosed balances of corporate guarantees and personal guarantees taken include original sanctioned limits
of working capital borrowings and term loans by the continuing banks. However, at 01 April 2016, the outstanding balance
of working capital borrowings and the term loans in respect of which corporate guarantees and personal guarantees have
been taken stands at INR 16,997.69 Lakh of Acme Fabrications Private Limited, INR 2,246.30 Lakh of Acme Engineering and
Fabrications, INR 16,081.48 Lakh of Mr. Kartar Singh, INR 47,903.83 Lakh of Mr. Jasbir Singh, INR 47,141.72 Lakh of Mr. Daljit
Singh and INR 3,726.57 Lakh of Mr. Kirpal Singh.
 Amber Enterprises India Limited 233

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

45 ASSETS PLEDGED AS SECURITY

(All amount in INR Lakh unless stated otherwise)

Particulars 31 March 2018 31 March 2017 01 April 2016
Current
Inventories 39,554.36 26,850.27 22,401.62
Trade receivables 37,852.67 31,009.06 24,763.65
Cash and cash equivalents and other bank balances 13,287.41 3,523.84 1,898.59
Loans, other financial assets and other current assets 5,575.06 3,732.06 3,856.87
Total current assets pledged as security 96,269.50 65,115.23 52,920.73
Non-current
Property, plant and equipment 53,812.67 46,003.98 41,224.22
Total assets pledged as security 1,50,082.17 1,11,119.21 94,144.95

46 TAX EXPENSE

(All amount in INR Lakh unless stated otherwise)

Particulars 31 March 2018 31 March 2017
Income tax expense recognised in statement of profit and loss
Current tax (including taxes earlier years) 1,926.30 883.95
Deferred tax 783.56 472.31
2,709.86 1,356.26
The major components of income tax expense and the reconciliation of expense based on the domestic effective tax rate of
at 34.61% and the reported tax expense in profit or loss are as follows:
(All amount in INR Lakh unless stated otherwise)
For the year ended For the year ended
Particulars 31 March 2018 31 March 2017
Profit before tax 8,940.44 3,570.64
Income tax using the Group's domestic tax rate * 34.61% 34.61%
Expected tax expense [A] 3,094.11 1,235.73
Tax effect of adjustment to reconcile expected income tax expense to reported
income tax expense
Non-deductible expenses/non-taxable income 96.44 25.88
Tax expense related to earlier years - 2.31
Income not taxable in pursuant to tax holiday (436.08) (188.19)
Change is tax rates during the year 1.81 371.70
Subsidiary companies taxed at different tax rates # 2.51 4.26
Tax credit of earlier years 7.14 (94.57)
112-252

Deferred tax recognised on temporary differences of earlier years - -

Current unabsorbed depreciation and losses for which no deferred tax asset is
Financial Section

recognised 13.47 -
Others (69.54) (0.86)
Total adjustments [B] (384.25) 120.53
Actual tax expense [C=A+B] 2,709.86 1,356.26
* Domestic tax rate applicable to the Group has been computed as follows
25-111

Base tax rate 30% 30%

Surcharge (% of tax) 12% 12%
Statutory Reports

Cess (% of tax) 3% 3%
Applicable rate 34.61% 34.61%
# Group includes companies with different tax rates. For the purpose of effective tax reconciliation, holding company’s tax
rate has been used.
 234 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

47 EARNINGS PER SHARE

(All amount in INR Lakh unless stated otherwise)

As at As at
Particulars 31 March 2018 31 March 2017
Net profit attributable to equity shareholders 6,230.58 2,214.38
18-19

Number of weighted average equity shares (Nominal value of INR 10 each)

-Basic 2,69,01,593 2,26,03,328
Chairman and CEO’s Perspective

-Diluted 2,69,01,593 2,26,03,328

Earnings per share-after exceptional items and tax
-Basic 23.16 9.80
-Diluted 23.16 9.80

48 LEASES

Operating leases
The Group has leased some of its premises to a third party under a lease agreement that qualifies as an operating lease.
1-24

Rental income for operating leases for the years ended 31 March 2018 and 31 March 2017 aggregate to INR 9.67 Lakh
and INR nil respectively.
The Company is a lessee under various cancellable operating leases. Rental expense for operating leases for the years
Corporate Overview

ended 31 March 2018 and 31 March 2017 was INR 1,377.62 Lakh and INR 1,272.28 Lakh respectively.

Finance leases
a) The Group has taken certain assets on finance lease basis. The legal title to such assets vests with the lessors.
The total minimum lease payments, elements of unearned interest included in such payments and present value
of lease payments are as follows:
(All amount in INR Lakh unless stated otherwise)
Particulars 31 March 2018 31 March 2017 01 April 2016
Total minimum lease payments 7,805.87 1,685.29 2,346.89
Less: Future interest included in above 6,625.51 394.87 613.90
Present value of minimum lease payments 1,180.36 1,290.42 1,732.99
b) The maturity profile of the finance lease obligation is as follows:
(All amount in INR Lakh unless stated otherwise)
Particulars 31 March 2018 31 March 2017 01 April 2016
Minimum Minimum Minimum
lease Present lease Present lease Present
Year ending after balance sheet date: payment value payment value payment value
Upto one year 745.14 637.36 660.31 542.29 661.60 467.90
One to five years 429.88 382.55 877.03 740.38 1,535.58 1,257.36
More than five years 6,630.85 160.45 147.95 7.75 149.71 7.73

49 EMPLOYEE BENEFIT OBLIGATIONS

(All amount in INR Lakh unless stated otherwise)

Particulars 31 March 2018 31 March 2017 01 April 2016
Current Non-current Current Non-current Current Non-current
Gratuity 20.17 317.32 20.84 234.04 20.68 201.46
Compensated absences 70.93 93.68 37.90 98.35 5.40 108.31
Total 91.10 411.00 58.74 332.39 26.08 309.77
 Amber Enterprises India Limited 235

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

A Disclosure of gratuity
(i) Amount recognised in the statement of profit and loss is as under:
(All amount in INR Lakh unless stated otherwise)
Description 31 March 2018 31 March 2017
Current service cost 42.89 23.58
Past sevice cost 39.81 -
Interest cost 23.35 41.59
Net impact on profit (before tax) 106.04 65.16
Actuarial loss/(gain) recognised during the year (51.79) 11.56
Amount recognised in total comprehensive income 54.24 76.72
(ii) Change in the present value of obligation:
(All amount in INR Lakh unless stated otherwise)
Description 31 March 2018 31 March 2017
Present value of defined benefit obligation as at the beginning of the year 285.10 242.64
Current service cost 42.89 23.58
Acquired through business combination (refer note 53) 60.89
Interest cost 25.69 43.12
Past service cost 39.81 -
Benefits paid (23.34) (36.21)
Actuarial loss/(gain) (52.05) 11.97
Present value of defined benefit obligation as at the end of the year 378.98 285.10
(iii) Movement in the plan assets recognised in the balance sheet is as under:
(All amount in INR Lakh unless stated otherwise)
Description 31 March 2018 31 March 2017
Fair value of plan assets at the beginning of the period 30.22 20.50
Actual return on plan assets 2.34 1.54
Prior period income - -
Contributions 10.98 9.20
Benefits paid (1.79) (1.42)
Actuarial gain/(loss) (0.26) 0.41
Fair value of plan assets at the end of the period 41.48 30.22
(ii) Reconciliation of present value of defined benefit obligation and the fair value of assets:
(All amount in INR Lakh unless stated otherwise)
Description 31 March 2018 31 March 2017
Present value of funded obligation as at the end of the year 378.98 285.10
112-252

Fair value of plan assets as at the end of the period funded status 41.48 30.22
Unfunded/funded net liability recognized in balance sheet 337.49 254.88
Financial Section

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

(All amount in INR Lakh unless stated otherwise)
Description 31 March 2018 31 March 2017
Actuarial (gain)/loss from change in demographic assumption - -
25-111

Actuarial (gain)/loss from change in financial assumption (54.38) 13.01

Actuarial (gain)/loss from experience adjustment 2.59 (1.45)
Total actuarial (gain)/loss (51.79) 11.56
Statutory Reports
 236 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(v) Actuarial assumptions

(All amount in INR Lakh unless stated otherwise)
Description 31 March 2018 31 March 2017 01 April 2016
Discount rate 7.50% - 7.75% 7.50% - 7.75% 7.50% - 8.00%
Rate of increase in compensation levels 5.00% - 6.00% 5.00% - 6.00% 5.00% - 6.00%
18-19

Expected rate of return on plan assets

Retirement age 58 - 60 years 58 - 60 years 58 - 60 years
Chairman and CEO’s Perspective

Notes:
1) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet date for
the estimated terms of obligations.
2) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other
relevant factors.
3) Plan assets comprise funds managed by the insurer i.e. Life Insurance Corporation of India (‘LIC’).
4) The Company makes annual contributions to the LIC of an amount advised by them for Rajpura unit only.
5) The best estimated expense for the next year is INR 70.62 Lakh.
1-24

(vi) Sensitivity analysis for gratuity liability

(All amount in INR Lakh unless stated otherwise)
Corporate Overview

Description 31 March 2018 31 March 2017

Impact of change in discount rate
Present value of obligation at the end of the year 378.98 285.10
- Impact due to increase of 0.50 - 1.00 % 295.11 257.22
- Impact due to decrease of 0.50 - 1.00 % 368.24 318.22
Impact of change in salary increase
Present value of obligation at the end of the year 378.98 285.10
- Impact due to increase of 0.50 - 1.00 % 368.98 265.40
- Impact due to decrease of 0.50 - 1.00 % 294.15 216.89
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
(vii) Maturity profile of defined benefit obligation
(All amount in INR Lakh unless stated otherwise)
Description 31 March 2018 31 March 2017
Within next 12 months 20.39 25.62
Between 1-5 years 84.98 71.93
Beyond 5 years 401.84 292.87

50 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.
 Amber Enterprises India Limited 237

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

ii) Financial assets 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.
Description Level 31 March 2018 31 March 2017 01 April 2016 Valuation technique
Financial liabilities
Investment in unquoted equity Level 3 571.49 - - Consideration paid*
instruments
Financial liabilities
Put liability for acquisition of Level 3 2,225.80 - - Future value pricing
minority interest (refer note 53) formulae
Forward payable Level 2 - 3.80 - Valued using forward
pricing model
* The Group has made an investment of INR 571.49 Lakh for acquisition of 1,040,149 equity shares of Ever Electronics
Private Limited (“Ever”) on 30 March 2018, the amount paid has been considered as fair value as on 31 March 2018.

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 2018 and 31 March 2017:
Unquoted equity intruments Put liability
As at 1 April 2016 - -
Changes during the year - -
As at 31 March 2017 - -
Acquisitions 571.49 (2,225.80)
As at 31 March 2018 571.49 (2,225.80)

(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:
Level As at As at As at
Description 31 March 2018 31 March 2017 01 April 2016
Carrying Fair value Carrying Fair value Carrying Fair value
value value value
Financial assets
Loans Level 3 655.82 672.43 493.45 491.61 570.43 557.03
Other financial assets Level 3 208.58 208.58 582.30 582.30 483.55 483.55
Total financial assets 864.40 881.01 1,075.75 1,073.91 1,053.98 1,040.58
Financial liabilities
Trade payables - Non-current Level 3 - - - - 3,883.93 3,887.18
Borrowings Level 3 5,813.82 5,816.32 24,779.82 24,779.82 19,125.16 19,125.16
Other financial liabilities Level 3 2,254.02 2,254.14 - - - -
Total financial liabilities 8,067.84 8,070.46 24,779.82 24,779.82 23,009.10 23,012.34
112-252

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
Financial Section

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 loans and receivables are determined by applying discounted cash flows (‘DCF’)
25-111

method, using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own
nonperformance risk as at 31 March 2018 was assessed to be insignificant.
Statutory Reports

(iii) The Group has major of its borrowings at variable rate which are subject to changes in underlying interest rate
indices. Further, the credit spread on these facilities are subject to change with changes in Group’s creditworthiness.
The management believes that the current rate of interest on these loans are in close approximation from market rates
applicable to the Group. Therefore, the management estimates that the fair value of these borrowings are approximate
 238 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

to their respective carrying values.

51 FINANCIAL RISK MANAGEMENT

i) Financial instruments by category

31 March 2018 31 March 2017 01 April 2016

Amortised Amortised Amortised
18-19

Particulars FVTPL FVOCI cost FVTPL FVOCI cost FVTPL FVOCI cost
Financial assets
Investments* 571.49 - - - - - - - -
Chairman and CEO’s Perspective

Loans - - 1,968.16 - - 1,497.03 - - 1,272.58

Other financial assets - - 1,729.74 - - 976.06 - - 573.87
Trade receivables - - 37,857.23 - - 31,009.06 - - 24,763.65
Cash and cash equivalents - - 11,941.38 - - 1,659.36 - - 582.30
Other bank balances - - 1,439.62 - - 1,864.48 - - 1,316.29
Total 571.49 - 54,936.13 - - 37,005.99 - - 28,508.69
Financial liabilities
1-24

Borrowings - - 12,034.20 - - 40,004.09 - - 45,933.80

Trade payables - - 57,204.95 - - 44,574.39 - - 32,255.11
Corporate Overview

Other financial liabilities 2,225.80 - 3,280.64 3.80 - 1,812.34 - - 1,527.85

Total 2,225.80 - 72,519.79 3.80 - 86,390.82 - - 79,716.77
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
Cash and cash equivalents, Aging analysis Bank deposits,
trade receivables, financial diversification of asset base,
assets measured at credit limits and collateral.
Credit risk amortised cost
Liquidity risk Borrowings and other Rolling cash flow Availability of committed
liabilities forecasts credit lines and borrowing
facilities
Market risk - foreign exchange Recognised financial Cash flow forecasting Forward contract/hedging,
assets and liabilities not if required
denominated in Indian
rupee (INR)
Market risk - interest rate Long-term and Short-term Sensitivity analysis Negotiation of terms that
borrowings at variable rates reflect the market factors
The Group’s risk management is carried out by a central treasury department (of the Group) under policies approved by
the board of directors. The board of directors provides principles for overall risk management, as well as policies covering
specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
A) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to
this risk for various financial instruments, for example by granting loans and receivables to customers, placing
deposits, etc. The Group’s maximum exposure to credit risk is limited to the carrying amount of following types of
financial assets.
- cash and cash equivalents,
- trade receivables,
- loans and receivables carried at amortised cost, and
- deposits with banks
 Amber Enterprises India Limited 239

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

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 amount in INR Lakh unless stated otherwise)
Credit rating Particulars 31 March 2018 31 March 2017 01 April 2016
A: Low Loans 1,968.16 1,497.03 1,272.58
Investments 571.49 - -
Other financial assets 1,729.74 976.06 573.87
Cash and cash equivalents 11,941.38 1,659.36 582.30
Other bank balances 1,439.62 1,864.48 1,316.29
B: Medium Trade receivables 37,857.23 31,009.06 24,763.65
C: High Trade receivables 30.95 39.79 30.95
Cash & 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.
b) Expected credit losses
Trade receivables
(i) The Group recognizes lifetime expected credit losses on trade receivables using a simplified approach
and uses historical information to arrive at loss percentage relevant to each category of trade receivables
(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:
Reconciliation of loss allowance Trade receivables
112-252

Loss allowance on 01 April 2016 30.95

Add: Change in loss allowance during the year 8.84
Loss allowance on 31 March 2017 39.79
Financial Section

Add: Changes in loss allowances due to write-back (8.84)

Loss allowance on 31 March 2018 30.95
Other financial assets measured at amortised cost
The Group provides for expected credit losses on loans and advances by assessing individual financial
25-111

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
Statutory Reports

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.
 240 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

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.
18-19

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
Chairman and CEO’s Perspective

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 amount in INR Lakh unless stated otherwise)
31 March 2018 31 March 2017 01 April 2016
- Expiring within one year (cash credit and 38,279.87 30,608.88 16,651.14
other facilities)
- Expiring beyond one year (bank loans) - - -
1-24

38,279.87 30,608.88 16,651.14

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.
Corporate Overview

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.
(All amount in INR Lakh unless stated otherwise)
Less than 1 More than 5
31 March 2018 year 1-3 year 3-5 year years Total
Borrowings including interest* 7,497.01 3,712.22 753.42 - 11,962.65
Trade payable 57,204.95 - - - 57,204.95
Other financial liabilities 3,252.42 2,254.02 - - 5,506.44
Total 67,954.38 5,966.24 753.42 - 74,674.04

(All amount in INR Lakh unless stated otherwise)

Less than 1 More than 5
31 March 2017 year 1-3 year 3-5 year years Total
Borrowings including interest* 20,037.20 16,050.46 7,434.91 5,810.81 49,333.38
Trade payable 44,574.39 - - - 44,574.39
Other financial liabilities 1,816.14 - - - 1,816.14
Total 66,427.73 16,050.46 7,434.91 5,810.81 95,723.91

(All amount in INR Lakh unless stated otherwise)

Less than 1 More than 5
01 April 2016 year 1-3 year 3-5 year years Total
Borrowings including interest* 31,425.78 13,482.45 4,150.05 1,873.52 50,931.80
Trade payable 30,350.79 4,472.17 - - 34,822.96
Other financial liabilities 1,527.85 - - - 1,527.85
Total 63,304.42 17,954.62 4,150.05 1,873.52 87,282.61
* borrowings excludes finance lease obligations, refer note 47 for disclosure of maturity profile of finance
lease obligations
C) Market risk
 Amber Enterprises India Limited 241

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

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 amount in INR Lakh unless stated otherwise)

31 March 2018 31 March 2017 01 April 2016

Amount Amount Amount
Amount in Indian Amount in Indian Amount in Indian
Nature in foreign Rupees in foreign Rupees in foreign Rupees
of hedge currency (` in currency (` in currency (` in
instrument Description of hedge (USD) Lakh) (USD) Lakh) (USD) Lakh)
Contract : Forward contract
Forward To take protection - - - - 2,650,000* 1,795.37*
contract against depreciation in
Indian Rupees against
USD receivable in
respect of export sales
Forward To take protection - - 2,31,477 150.13 9,52,889 630.58
contract against appreciation in
Indian Rupees against
USD payable in respect
of imports against
buyers credit
Forward To take protection - - 5,44,721 353.30 2,17,623 144.01
contract against appreciation in
Indian Rupees against
USD payable in respect
of imports against letter
of credit
(ii) Unhedged foreign currency risk exposure in INR:
The Group exposure to foreign currency risk at the end of the reporting period expressed in INR, are as
follows
(All amount in INR Lakh unless stated otherwise)
Particulars 31 March 2018 31 March 2017 01 April 2016
Financial assets 644.11 498.78 748.43
Financial liabilities 15,429.52 11,720.05 8,868.40
Net exposure to foreign currency risk (14,785.41) (11,221.28) (8,119.97)
(liabilities)
Sensitivity
The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign
112-252

currency denominated financial instruments.

(All amount in INR Lakh unless stated otherwise)
Financial Section

Particulars 31 March 2018 31 March 2017

USD sensitivity
INR/USD- increase by 100 bps (31 March 2017 100 bps)* (147.85) (112.21)
INR/USD- decrease by 100 bps (31 March 2017 100 bps)* 147.85 112.21
* Holding all other variables constant
25-111

b) Interest rate risk

i) Liabilities
Statutory Reports

The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31
March 2018, 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.
 242 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

Interest rate risk exposure

Below is the overall exposure of the Group to interest rate risk:
(All amount in INR Lakh unless stated otherwise)
Particulars 31 March 2018 31 March 2017 01 April 2016
Variable rate borrowing 9,763.27 27,541.37 33,318.17
18-19

Fixed rate borrowing 2,270.93 12,462.72 12,615.63

Total borrowings 12,034.20 40,004.09 45,933.80
Chairman and CEO’s Perspective

Amount disclosed under other current 1,483.36 2,589.66 3,146.47

financial liabilites
Amount dislosed under borrowings 10,550.84 37,414.43 42,787.33
Sensitivity
Below is the sensitivity of profit or loss and equity changes in interest rates.
(All amount in INR Lakh unless stated otherwise)
Particulars 31 March 2018 31 March 2017
Interest sensitivity*
1-24

Interest rates – increase by 100 bps (31 March 2017 100 bps) 97.63 275.41
Interest rates – increase by 100 bps (31 March 2017 100 bps) (97.63) (275.41)
Corporate Overview

* 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.
c) Price risk
The Group’s exposure to equity securities price risk arises from investments held by the Group and
classified in balace sheet at fair value through profit or loss. The Group has investment in unquoted
equity shares of Ever Electronics Private Limited
Sensitivity
Below is the sensitivity of profit or loss and equity by changes in price of equity shares:
(All amount in INR Lakh unless stated otherwise)
Particulars 31 March 2018 31 March 2017
Price sensitivity*
Price increase by 10% 57.15 -
Price decrease by 10% (57.15) -
* Holding all other variables constant
52 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.
 Amber Enterprises India Limited 243

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(a) Debt equity ratio

(All amount in INR Lakh unless stated otherwise)

Particulars 31 March 2018 31 March 2017 01 April 2016
Total Long term debt (including current maturities of 5,813.82 24,779.82 19,125.16
long-term debt)
Total equity 89,276.11 36,266.12 26,264.78
Net debt to equity ratio* 0.07 0.68 0.73

(b) Dividends

(All amount in INR Lakh unless stated otherwise)

Particulars 31 March 2018 31 March 2017
(i) Equity shares
Interim dividend for the year ended 31 March 2017 of INR 2.11 per - 501.33
share (excluding tax)
(ii) Dividends not recognised at the end of the reporting period
In addition to the above dividends, the dividend, if any
recommended by the Board of Directors post end of relevant
reporting year shall be accrued and distributed in the year of
approval in annual general meeting.

53 BUSINESS COMBINATIONS

a. Summary of acquisition
The Holding company has made an investment of INR 5442.50 Lakh for acquisition of 70% of the share capital
consisiting of 1,320,613 equity shares of IL JIN Electronics (India) Private Limited (“IL JIN”) on 28 December 2017, for
remaining 30% of the share capital, the Group has written a put option as well as have a call option to buy the remaining
stake, therefore the Group has recorded ` 2.225.80 as put liability. This acquisition will enable the Group to enter into the
business of manufacturing, assembling and dealing in electronic assembled printed circuit boards for home appliances
and automobile products.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
(All amount in INR Lakh unless stated otherwise)
Purchase consideration (A) 5,442.50
The assets and liabilities recognised as a result of the acquisition are as follows:
Property, plant and equipment 6,075.24
Capital work-in-progress 52.00
Intangible assets - Software 4.47
Intangible assets - Technical Knowhow 911.00
Intangible assets - Customer Relationships 247.00
Intangible assets - Tradename 452.00
Income tax assets (net) 181.15
Inventories 3,023.03
Trade receivables 3,556.51
Cash and cash equivalents 5.09
112-252

Other financial assets 285.33

Other non-current assets 0.12
Other current assets 807.88
Financial Section

Borrowings (2,057.78)
Other financial liabilities (149.52)
Provision for gratuity (60.89)
Provision for compensated absences (33.95)
Other non-current liabilities (0.26)
Deferred tax liabilities (net) (1,263.61)
25-111

Trade payables (4,860.30)

Current tax liabilities (net) (53.91)
Other current liabilities (2,552.15)
Contingent liability (31.78)
Statutory Reports

Put liability (refer note (i)) (2,225.80)

Net assets identifiable acquired (B) 2,310.87

Goodwill (A-B) (refer note (ii)) 3,131.63

 244 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(i) The Company has written a put option as well as have a call option to buy the remaining stake upon exercise, with
an intention to buy the remaining stake. Accordingly, no minority interest was recognised. The Company has to
pay fair value based on value pricing formulae in future and not at fixed price. Under risk neutral frame work, as on
valuation date the fair value of remaining stake would remain the same as it is currently for the rest, and therefore
it has been measured at pro-rata basis.
(ii) Goodwill here represents residual asset value attributable to unidentified intangible assets acquired by acquirer. It
18-19

will not be deductible for tax purposes.

b. Consideration transferred
Chairman and CEO’s Perspective

The acquisition of ` 5,442.50 was settled in cash. Legal costs for acquisition amounting to INR 50.31 lacs are not
included as part of the consideration transferred and have been recognised as an expense in the consolidated statement
of comprehensive income, as part of ‘other expenses’.

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
1-24

relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result
of the patents or trademarks being owned. The multi-period excess earnings method considers the present value of net cash
Corporate Overview

flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.
The fair value of the trade and other receivables acquired as part of the business combination amounted to ` 3,841.84,
with a gross contractual amount of ` 3,841.84. As of the acquisition date, the Group’s best estimate of the contractual
cash flow not expected to be collected amounted to Nil.

d. Revenue and profit contribution

The acquired business contributed revenue of INR 11,274.97 Lakh and profit of INR 232.99 Lakh to the group for the
period 31 March 2018.
If the acquisitions had occurred on 01 April 2017, consolidated pro-forma revenue and profit for the year ended 31
March 2018 would have been INR 241,559.97 lacs and INR 6,166.44 lacs respectively.

54 GROUP INFORMATION

(a) Information about subsidiaries

The Parent’s subsidiaries at 31 March 2018 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 amount in INR Lakh unless stated otherwise)
% equity interest
County of 31 March 31 March 01 April
Name of the entity Principal activities incorporation 2018 2017 2016
Manufacturing India 100 100 100
of white goods
PICL India Private Limited products
Appserve Appliance Private Limited Sale of spare parts India 100 - -
and service of white
goods
IL JIN Electronics (India) Manufacturing of India 100 - -
Private Limited electronic goods
 Amber Enterprises India Limited 245

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

(b) 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 amount in INR Lakh unless stated otherwise)
Net assets i.e. total
assets minus total Share in other Share in total
liabilities Share in profit or loss comprehensive income comprehensive income
As % of
consolidated
As % of As % of other As % of
consolidated Amount consolidated Amount comprehensive Amount consolidated Amount
Name of the entity net assets* (INR) profit or loss* (INR) income* (INR) net assets* (INR)
Parent
Amber Enterprises 98.90% 88,297.39 99.49% 6,198.57 69.84% 23.73 99.33% 6,222.30
India Limited
Indian subsidiaries
PICL India Private 2.84% 2,533.01 -1.66% (103.34) 23.75% 8.07 -1.52% (95.27)
Limited
Appserve Appliance 0.11% 96.96 -0.85% (53.04) 0.00% - -0.85% (53.04)
Private Limited
IL JIN Electronics 2.76% 2,465.97 1.82% 113.36 6.42% 2.18 1.84% 115.54
(India) Private Limited
Intercompany -4.61% (4,117.22) 1.20% 75.03 - - 1.20% 75.03
elimination and
consolidation
adjustment
Total 100.00% 89,276.11 100.00% 6,230.58 100.00% 33.98 100.00% 6,264.56
*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.

55 FIRST TIME ADOPTION OF IND AS

These are the Group’s first financial statements prepared in accordance with Ind AS.
The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended
31 March 2018, the comparative information presented in these financial statements for the year ended 31 March
2017 and in the preparation of an opening Ind AS balance sheet at 01 April 2016 (the Group’s date of transition). An
explanation of how the transition from previous GAAP to Ind AS has affected the Group’s financial position, financial
performance and cash flows is set out in the following tables and notes.

A Ind AS optional exemptions

1 Deemed cost for property, plant and equipment and intangible assets
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and
112-252

equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the
Previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments
for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38
Financial Section

Intangible Assets. Accordingly, the Group has elected to measure all of its property, plant and equipment and
intangible assets at their Previous GAAP carrying value.
2 Impairment of financial assets
At the date of transition to Ind AS, determining whether there has been a significant increase in credit risk since
25-111

the initial recognition of a financial instrument would require undue cost or effort, the Group has recognised a
loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial
instrument is derecognised.
Statutory Reports
 246 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

B Ind AS mandatory exceptions

1 Estimates
An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with
estimates made for the same date in accordance with Previous GAAP (after adjustments to reflect any difference
in accounting policies), unless there is objective evidence that those estimates were in error.
18-19

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity
with Previous GAAP. The Group made estimates for impairment of financial assets based on expected credit loss
model in accordance with Ind AS at the date of transition as these were not required under Previous GAAP.
Chairman and CEO’s Perspective

2 Classification and measurement of financial assets and liabilities

The classification and measurement of financial assets will be made considering whether the conditions as per Ind
AS 109 are met based on facts and circumstances existing at the date of transition.
Financial assets can be measured using effective interest method by assessing its contractual cash flow
characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable
to assess the use of effective interest method, fair value of financial asset at the date of transition shall be the new
carrying amount of that asset. The measurement exemption applies for financial liabilities as well.
1-24

C Reconciliations between Previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The
following tables represent the reconciliations from Previous GAAP to Ind AS.
Corporate Overview

1 Reconciliation of total equity as at 31 March 2017 and 01 April 2016

(All amount in INR Lakh unless stated otherwise)
As at As at
Particulars Notes 31 March 2017 01 April 2016
Total equity (shareholder's funds) as per Previous GAAP 33628.50 26313.63
Adjustments:
Measurement of financial assets and liabilities initially at fair Note – 1 (123.13) 200.09
value and subsequently at amortised cost
Adjustment for Government grant recognised as deferred Note – 2 (69.95) (54.21)
income and amortised on a systematic basis
Adjustment for leasehold land obligation accounted as Note – 3 (90.27) (70.68)
finance lease and amortisated over period of lease
Adjustment of compulsory convertible debentures Note – 10 2,580.84 -
Recognition of loss allowance for expected credit losses Note – 5 (30.95) (30.95)
on financial assets measured at amortised cost
Prior period adjustments Note – 4 (35.22) (56.38)
Other adjustments Note – 8 0.39 2.27
Tax effect of adjustments Note – 9 405.91 (38.99)
Total adjustments 2,637.62 (48.85)
Total equity as per Ind AS 36,266.12 26,264.78
 Amber Enterprises India Limited 247

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

2 Reconciliation of total comprehensive income for the year ended 31 March 2017
(All amount in INR Lakh unless stated otherwise)
As at
Particulars Notes 31 March 2017
Profit after tax as per Previous GAAP 2,875.00
Adjustments:
Measurement of financial assets and liabilities initially at fair value and Note – 1 (323.21)
subsequently at amortised cost
Adjustment for Government grant recognised as deferred income and Note – 2 27.55
amortised on a systematic basis
Adjustment for leasehold land obligation accounted as finance lease and Note – 3 (19.59)
amortisated over period of lease
Adjustment of compulsory convertible debentures Note – 10 30.29
Revenue and changes in inventories recognised on assets received from Note – 6 784.26
customers
Lease adjustment for assets received from customers Note – 6 (784.26)
Reclassification of excise duty on sale of goods to revenue Note – 7 8,395.42
Reclassification of excise duty on sale of goods to expenses Note – 7 (8,395.42)
Prior period adjustments Note – 4 21.17
Other adjustments Note – 8 9.91
Tax effect of adjustments Note – 9 (406.74)
Total adjustments (660.62)
Profit for the year ended 31 March 2017 2,214.38
Other comprehensive income
Remeasurement of defined benefit obligations (net of tax) (7.88)
Total comprehensive income for the year ended 31 March 2017 2,206.50
3 Impact of Ind AS adoption on the Statement of cash flows for the year ended 31 March 2017
The transition from previous GAAP to Ind AS has not made a material impact on the statement of cash flows.
4 Reconciliation of the assets and liabilities presented in the balance sheet prepared as per Previous GAAP and as
per Ind AS is as follows:
(All amount in INR Lakh unless stated otherwise)
Previous Previous
GAAP as at Ind AS as at GAAP as at
31 March 31 March 1 April Ind AS as at
Description Notes 2017 Adjustments 2017 2016 Adjustments 1 April 2016
ASSETS
Non-current assets
Property, plant and 3 46,364.68 (76.31) 46,288.37 42,356.48 (56.72) 42,299.76
equipment
Capital work-in-progress 934.44 - 934.44 1,581.77 - 1,581.77
112-252

Investment property - - - -
Goodwill 3,411.76 2.96 3,414.72 3,414.72 - 3,414.72
5,974.00 - 5,974.00 4,405.15 - 4,405.15
Financial Section

Other intangible assets

Intangible assets under 1,199.28 - 1,199.28 1,983.44 - 1,983.44
development
Financial assets - - -
Investments - - - - - -
Loans 1 891.80 (398.35) 493.45 845.41 (274.98) 570.43
25-111

Other financial assets 1 336.30 246.00 582.30 194.28 289.27 483.55

Income tax assets (net) 9 102.88 (29.70) 73.18 67.10 (29.70) 37.40
Statutory Reports

Deferred tax assets (net) 9 22.66 22.66 - -

Other non-current assets 1 1,245.93 (270.26) 975.67 1,019.85 (81.15) 938.70
Total non-current 60,483.73 (525.66) 59,958.07 55,868.20 (153.28) 55,714.92
assets
 248 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

(All amount in INR Lakh unless stated otherwise)

Previous Previous
GAAP as at Ind AS as at GAAP as at
31 March 31 March 1 April Ind AS as at
Description Notes 2017 Adjustments 2017 2016 Adjustments 1 April 2016
Current assets
18-19

Inventories 1,6 26,766.66 83.61 26,850.27 22,577.30 (175.68) 22,401.62

Financial assets
5 31,040.01 (30.95) 31,009.06 24,794.60 (30.95) 24,763.65
Chairman and CEO’s Perspective

Trade receivables
Cash and cash 1,633.82 25.54 1,659.36 565.56 16.74 582.30
equivalents
Other bank balances 1,890.02 (25.54) 1,864.48 1,333.03 (16.74) 1,316.29
Loans 1 804.32 199.26 1,003.58 744.78 (42.63) 702.15
Other financial assets 393.76 - 393.76 90.32 - 90.32
Other current assets 1 2,513.91 (179.19) 2,334.72 3,253.92 (189.52) 3,064.40
Total current assets 65,042.50 72.73 65,115.23 53,359.51 (438.78) 52,920.73
1,25,526.23 (452.93) 1,25,073.30 1,09,227.71 (592.06) 1,08,635.65
1-24

Total assets

EQUITY AND LIABILITIES

Corporate Overview

EQUITY
Equity share capital 2,380.98 - 2,380.98 2,170.28 - 2,170.28
Other equity 31,247.52 2,637.62 33,885.14 24,143.35 (48.85) 24,094.50
Total equity 33,628.50 2,637.62 36,266.12 26,313.63 (48.85) 26,264.78
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 1, 10 25,150.52 (2,960.36) 22,190.16 16,142.10 (163.41) 15,978.69
Trade payables 1 - - - 4,472.17 (588.24) 3,883.93
Provisions 332.39 - 332.39 309.77 - 309.77
Deferred tax liabilities 9 1,076.37 (405.90) 670.47 987.91 38.98 1,026.89
(net)
Other non-current 2 - 288.40 288.40 - 315.94 315.94
liabilities
Total non-current 26,559.29 (3,077.87) 23,481.42 21,911.94 (396.72) 21,515.22
liabilities
Current liabilities
Financial liabilities
Borrowings 1 9,338.57 5,885.70 15,224.27 16,520.45 10,288.19 26,808.64
Trade payables 1 44,579.62 (5.23) 44,574.39 28,371.18 - 28,371.18
Other financial 1 4,304.23 101.57 4,405.80 4,558.47 115.85 4,674.32
liabilities
Other current liabilities 2 6,714.84 (5,902.81) 812.03 11,200.64 (10,463.43) 737.21
Provisions 150.65 (91.91) 58.74 113.17 (87.09) 26.08
Current tax liabilities (net) 250.53 - 250.53 238.22 - 238.22

Total current liabilities 65,338.45 (12.69) 65,325.76 61,002.14 (146.49) 60,855.65

Total liabilities 91,897.74 (3,090.56) 88,807.18 82,914.08 (543.20) 82,370.87
Total equity and 1,25,526.24 (452.94) 1,25,073.30 1,09,227.71 (592.05) 1,08,635.65
liabilities
 Amber Enterprises India Limited 249

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

5 Reconciliation of the income and expenses presented in the statement of profit and loss prepared as per Indian
GAAP and as per Ind AS as at 31 March 2017 is as follows:
(All amount in INR Lakh unless stated otherwise)
Previous
GAAP as at Ind AS as at
31 March 31 March
Description Notes 2017 Adjustments 2017
Income
Revenue from operations 6 1,72,835.22 746.23 1,73,581.45
Other income 1,2 785.74 95.53 881.27
Total income 1,73,620.96 841.75 1,74,462.72
Expenses
Cost of materials consumed 1 1,40,092.70 (221.26) 1,39,871.44
Changes in inventories of finished goods and work-in-progress 6 (2,713.02) (38.03) (2,751.05)
Employee benefits expense 4,377.91 (11.56) 4,366.35
Excise duty 8 8,395.42 - 8,395.42
Finance costs 1 5,822.04 529.86 6,351.90
Depreciation and amortisation expense 3,8 3,994.69 16.63 4,011.32
Other expenses 1,6,4 9,799.75 846.95 10,646.70
Prior period items 4 26.68 (26.68) -
Total expenses 1,69,796.19 1,095.89 1,70,892.08
Profit before tax 3,824.77 (254.13) 3,570.64
Tax expense
Current tax 883.95 - 883.95
Deferred tax 9 65.82 406.49 472.31
Net profit for the year 2,875.00 (660.62) 2,214.38
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit obligations 8 0.00 (11.56) (11.56)
Income tax relating to these items 9 0.00 3.68 3.68
Other comprehensive income/ (loss) for the year 0.01 (7.89) (7.88)
Total comprehensive income for the year 2,875.01 (668.51) 2,206.50

Note – 1
Measurement of financial assets and financial liabilities at amortised cost
Under Previous GAAP, all financial assets and financial liabilities were carried at cost.
Under Ind AS, certain financial assets and financial liabilities are subsequently measured at amortised cost
112-252

which involves the application of effective interest method. In applying the effective interest method, an entity
identifies fees that are an integral part of the effective interest rate of a financial instrument. The effective interest
rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of
Financial Section

the financial asset or financial liability to the gross carrying amount of the financial asset or financial liability.
For certain financial liabilities, the fair value of the financial liability at the date of transition to Ind AS has been considered
as the new amortised cost of that financial liability at the date of transition to Ind AS.

Note – 2
25-111

Adjustment for Government grant recognised as deferred income and amortised on a systematic basis
Under Previous GAAP, capital grant relating to assets were recognised directly in equity. Under Ind AS Government
grants shall be presented in the balance sheet by setting up the grant as deferred income and deferred income is
Statutory Reports

recognised in profit or loss on a systematic basis over the useful life of the asset.
 250 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

Note – 3
Adjustment for leasehold land obligation accounted as finance lease and amortisated over period of lease
Under Previous GAAP, the leasehold land is recorded and classified as fixed assets. Under Ind AS, leasehold land is
recognised as operating lease or finance lease as per definition and classification criteria. The Group has classified its
leasehold land as finance lease as per the terms of agreement and amortised it over the period of lease.
18-19

Note – 4
Prior period items
Chairman and CEO’s Perspective

Under Previous GAAP, prior period items are included in determination of net profit or loss of the period in which the error
pertaining to a prior period is discovered and are separately disclosed in the statement of profit and loss. Under Ind AS,
material prior period errors are corrected retrospectively.

Note – 5
Recognition of loss allowance for expected credit losses on financial assets measured at amortised cost
Under Previous GAAP, provision for doubtful debts was recognised based on the estimates of the outcome and of the
financial effect of contingencies determined by the judgement of the management of the Group. This judgement was
based on consideration of information available up to the date on which the financial statements were approved and
1-24

included a review of events occurring after the balance sheet date.

Under Ind AS, a loss allowance for expected credit losses is recognised on financial assets carried at amortised cost.
Corporate Overview

Expected loss on individually significant receivables is assessed when they are past due and based on Group’s historical
counterparty default rates and forecast of macro-economic factors. Other receivables have been segmented by
reference to the industry of the counterparty and other shared credit risk characteristics to evaluate the expected credit
loss. The expected credit loss estimate is then based on recent historical counterparty default rates for each identified
segment.

Note – 6
Revenue and changes in inventories recognised and lease adjustment on assets received from customers
Under Previous GAAP, there was no guidance for accounting of assets received from customers.
Under Ind AS, assets received from customer have been cosidered as operating leases and lease rent has been charged
in the profit and loss on the basis of usage of assets. Correspondingly, revenue has been grossed up with amount of
lease rent for sold units and lease rent of unsold units have been charged to inventories.

Note – 7
Excise duty
Under Previous GAAP, revenue from sale of goods was presented net of excise duty whereas under Ind AS the revenue
from sale of goods is presented inclusive of excise duty. The excise duty is presented on the face of the Statement of
profit and loss as part of expenses.

Note – 8
Other adjustments
Other comprehensive income
Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period,
unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or
loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes re-measurements of
defined benefit plans The concept of other comprehensive income did not exist under Previous GAAP.
Adjustment for derivative contracts
The fair value of forward foreign exchange derivative contracts is recognised under Ind AS, and was not recognised
under Previous GAAP.
Adjustment for reversal of amortisation of goodwill recognised in business combination prior to transition date
Under Previous GAAP, goodwill arised on business combination is amortised over a period not exceeding five years.
Under Ind AS, goodwill is not amortised but required to be tested for impairment.
 Amber Enterprises India Limited 251

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)

Note – 9
Tax effect of adjustments
Under Previous GAAP, deferred tax was accounted using the income statement approach, on the timing differences
between the taxable profit and accounting profits for the period. Under Ind AS, deferred tax is recognized following
balance sheet approach on the temporary differences between the carrying amount of asset or liability in the balance
sheet and its tax base. In addition, various transitional adjustments has also led to recognition of deferred taxes on new
temporary differences.

Note – 10
Adjustment of compulsory convertible debentures
Under Previous GAAP, deferred tax was accounted using the income statement approach, on the timing differences
between the taxable profit and accounting profits for the period. Under Ind AS, deferred tax is recognized following
balance sheet approach on the temporary differences between the carrying amount of asset or liability in the balance
sheet and its tax base. In addition, various transitional adjustments has also led to recognition of deferred taxes on new
temporary differences.

56 The Group was required to spent INR 80.99 Lakh (31 March 2017 INR 71.93 Lakh) on Corporate social responsibility
(CSR) activities during the year ended 31 March 2018 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 Board
approved the CSR budget of INR 130.36 Lakh (31 March 2017 INR 73 Lakh) on recommendation of CSR Committee to
be spent in the Financial Year 2017-18.
The details of amount actually spent by the Group during the year are

For the year ended 31 March 2018:

S. Amount paid in Amount yet to be

No. Particulars Cash paid in Cash Total
(i) Promoting Education – Vocational Skill Development 35.33 - 35.33
(ii) Promoting Gender Equality and Women Empowerment 5.00 - 5.00
(iii) Preventing and Promoting Health Care, Sanitation And 58.49 - 58.49
Making Available Safe Drinking Water
(iv) Construction of Sports Stadium and Training to promote rural 20.00 - 20.00
sports, nationally recognised sports, Paralympic sports and
Olympic sports
(v) Construction/acquisition of any asset 12.77 - 12.77
Total 131.59 - 131.59

For the year ended 31 March 2017:

S. Amount paid in Amount yet to be

No. Particulars Cash paid in Cash Total
112-252

(i) Expenditure on vocational training 10.23 - 10.23

(ii) Construction of lavatories 10.80 - 10.80
Financial Section

Total 21.03 - 21.03

57 SEGMENT INFORMATION
The Company is engaged in manufacture of air conditioners. Basis the nature of Company’s business and operations,
the Company has one operating segment i.e. “manufacture of of air conditioners” for which information is reviewed by
the Chief Operating Decision Maker (CODM) to allocate resources and assess performance. Hence, the Company has
25-111

only one reportable segment as per the requirements of Ind AS 108 – ‘Operating Segments’. Majority of the revenue of
INR 118,904.49 Lakh (31 March 2017: INR 95,943.42 Lakh) is derived from four external customers and the Company
Statutory Reports

operates in one geography.

 252 Annual Report 2017-18
20-21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER

EXPLANATORY INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
Our Leadership Team

58 UTILISATION OF MONEY RAISED THROUGH PUBLIC ISSUE:

During the year ended 31 March 2018, the Company has raised INR 59,960.19 Lacs through public issue, specically to
meet the following objects of the Offer. The utilisation of IPO proceeds during the year ended 31 March 2018:
(All amount in INR Lakh unless stated otherwise)
Utilisation/ payment Unutilised Money
18-19

Fund allocated as upto upto

Particulars per Prospectus 31 March 2018 31 March 2018
Repayment/prepayment of all or a portion of certain 40,000.00 40,000.00 -
Chairman and CEO’s Perspective

borrowings availed by Company

General corporate purpose 4,914.10 4,914.10 -
Offer related expenses to be borne by the Company 2,554.23 984.64 1,569.59
Selling shareholders portion* 12,491.66 12,079.86 411.80
Total 59,959.99 57,978.60 1,981.39
*Out of the above, INR 11795.76 was paid to selling shareholders. The remining amount was utilized for payment of
expenses related to IPO attributable to selling sareholders. The unutilized amount will also be used for such payments.
Notes:
1-24

(i) The Company has maintained the balance of unutilised IPO proceeds in the public issue and monitoring accounts
of the Company.
Corporate Overview

(ii) The above amounts under utilisation/payment have been disclosed on cash/payment basis.

59 As per the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961, the Company is required to
use certain specific methods in computing arm’s length prices of transactions with associated enterprises and maintain
adequate documentation in this respect. Since law requires existence of such information and documentation to be
contemporaneous in nature, the Company has appointed independent consultants for conducting a Transfer Pricing
Study (the ‘Study’) to confirm that the transactions with associate enterprises undertaken during the financial year are
on an “arms length basis” and such study is in progress. Management is of the opinion that the Company’s transactions
are at arm’s length and that the results of the proposed study will not have any impact on the financial statements and
that they do not expect any transfer pricing adjustments.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
per Sumit Mahajan Jasbir Singh Daljit Singh
Partner (Chairman and CEO) (Managing Director)
(DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 25 May 2018 Date: 25 May 2018 Date: 25 May 2018
Amber Enterprises India Limited
www.ambergroupindia.com