Dear Member(s),
Your Directors take immense pleasure in presenting the 33rd ANNUAL REPORT
of the Company along with the Audited
Standalone & Consolidated Financial Statements for the financial year ended 31
March 2023. The consolidated performance of the Company and its Subsidiaries have been
referred to wherever required.
FINANCIAL SUMMARY / PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)
The standalone and consolidated financial highlights of your Company are as under:
Particulars |
Standalone |
Consolidated |
|
For the financial year ended |
For the financial |
|
|
31 March 2023 |
31 March 2022 |
31 March 2023 |
31 March 2022 |
Revenue from operations |
5,02,272.58 |
3,13,760.43 |
6,92,709.51 |
4,20,639.73 |
Other Income |
4,842.15 |
3,298.61 |
5,266.18 |
3,323.22 |
Total Income from operations |
5,07,114.73 |
3,17,059.04 |
6,97,975.69 |
4,23,962.95 |
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses |
25,712.22 |
18,589.55 |
47,059.5 |
30,861.49 |
Less: Depreciation/ Amortisation/ Impairment |
9,970.93 |
7,951.99 |
13,911.70 |
10.790.63 |
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses |
15,741.29 |
10,637.56 |
33,147.8 |
20,070.86 |
Less: Financial Costs |
9,110.10 |
3,657.96 |
11,182.43 |
4,643.71 |
Profit/Loss Before Exceptional items and Tax Expenses |
6,631.19 |
6,979.60 |
21,965.37 |
15,427.15 |
Add/(less): Exceptional items |
- |
- |
- |
- |
Profit Before Tax (PBT) |
6,631.19 |
6,979.60 |
21,965.37 |
15,427.15 |
Less: Taxes (current & deferred) |
|
|
|
|
Current Tax |
1,596.95 |
1,215.57 |
5,164.71 |
3,087.72 |
Deferred Tax |
142.29 |
954.01 |
423.10 |
1,207.13 |
Profit After |
4,891.95 |
4,810.02 |
16,377.56 |
11,132.30 |
Profit/Loss for the year 4,891.95 4,810.02 16,377.56 |
11,132.30 |
Total Comprehensive Income/ Loss |
4,378.67 |
5,279.71 |
15,992.33 |
11,656.65 |
Earnings Per Equity Share (`) |
|
|
|
|
Basic |
14.52 |
14.28 |
46.66 |
32.41 |
Diluted |
14.52 |
14.28 |
46.66 |
32.41 |
FINANCIAL HIGHLIGHTS
STANDALONE LEVEL
During the financial year 2022-23, your Company clocked total revenue from operations
of ` 5,02,272.58 lakh as compared to ` 3,13,760.43 lakh in financial year 2021-22 at
Standalone level with an year on year jump of 60.08% The profit after tax (PAT) of the
Company for the financial year 2022-23 stood at ` 4,891.95 lakh as compared to `
4,810.02 lakh in the financial year 2021-22.
CONSOLIDATED LEVEL
During financial year 2022-23 your Company clocked total revenue from operations of `
6,92,709.51 lakh during financial year 2022-23, as compared to ` 4,20,639.73 lakh in
financial level with an year on year jump of 64.68%.
The profit after tax for the financial
` 16,377.56 lakh as compared to ` 11,132.30 lakh in the financial year 2021-22.
On consolidated and standalone basis the capital expenditure on tangible assets,
including rights of use of assets but excluding assets acquired pursuant to business
combination, was made of ` 72,653.82 lakh and ` 54,129.45 lakh respectively and; No
material changes or commitments have occurred between the end of the financial year and
the date of this Report which affect the financial statements of the Company in respect of
the reporting year.
Your Company's ranking in terms of market Capitalisation is 429 as on 31 March 2023 on
National Stock Exchange of India Ltd. & BSE Ltd.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the financial year 2022 - 23,
are prepared in compliance with applicable provisions of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 ("the Act"), Indian Accounting Standards
("Ind AS") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ["SEBI
Listing Regulations"]. The Audited Consolidated financial the financial year
ended 31 March 2023 forms part of The Annual Report.
CREDIT RATING
There is no change in credit ratings of the Company, the last credit ratings given by
CRISIL and ICRA Limited are mentioned herein below :
CRISIL |
|
|
Rating Action |
Total Bank Loan |
` 1,285 Crore (Enhanced from ` 935 |
Facilities Rated |
Crore) |
Long term rating |
CRISIL AA-/Stable (Upgraded from |
|
CRISIL A+ to Stable') |
Short term rating |
CRISIL A1+ (Upgraded from CRISIL |
|
A1 ) |
ICRA Limited
The Rating Committee of ICRA, has assigned a long-term rating of [ICRA] AA- (pronounced
ICRA double A minus) ("Rating") to Amber Enterprises India Limited
("Amber"). The Outlook on the long-term rating is "Stable". The
details of rating action are mentioned below:
|
Rating Action |
|
Instrument |
Current Rated Amount |
Rating Action |
Issuer Rating |
- |
[ICRA] AA-(stable) |
Total |
|
|
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the financial no change in the nature of business of the Company.
CHANGE IN SHARE CAPITAL STRUCTURE
During the year under review, there has been no change in the authorised share capital
and issued and paid-up share capital of your Company.
The Authorised Share Capital of the Company is ` 45,00,00,000/- (Rupees Forty
Five Crore only) divided into 45000000 (Four Crore Fifty lakh) equity shares of ` 10/-
(Rupees Ten) each.
The issued and paid-up share capital of the Company as on 31 March 2023 was `
33,69,37,310 divided into 3,36,93,731 equity shares of ` 10/- (Rupees Ten) each.
The Company has only one class of equity shares with face value of ` 10/- (Rupees Ten)
each, ranking pari passu.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
The Board of Directors have not recommended any Dividend for the financial year 2022
2023, due to high statements of your Company for strategic capital expenditure incurred by
the Company in financial year 2022-2023, being eligible for PLI as well as other segments,
to capitalise the growth opportunities and strengthening the product portfolio.
The Board of Directors of your Company had approved and adopted the Dividend
Distribution Policy containing all the necessary details as required by the SEBI Listing
Regulations. The Dividend, if any shall be payable in accordance with the Dividend
Distribution Policy, which is available on the website of your Company at http://www.
ambergroupindia.com/dividend-distribution-policy/ and is also provided as "Annexure
A".
There has been no change in the said policy during the year under review.
CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES
In the financial diverged its resources on capitalising opportunities with focus on
growth alongwith strengthening and diversifying the product portfolio.
Your Company as a Group has augmented its overall manufacturing capacity of all plants
across the country from 23 to 27 and optimized its capacity utilization. During the
financial year, the Company at group level, started and expanded 5 (Five) new
manufacturing facilities for expanding Room Air Conditioners and Components capacities
alongwith geographical reach, one in Sri City
(Andra Pradesh), second in Supa (Maharashtra), third in Rudrapur (Uttarakhand), fourth
in Thiruvallur (Chennai) of our subsidiary Pravartakaandfifthof Kanchipuram, (Tamil
year2022 23underreview, there was Nadu) of our material subsidiary IL JIN.
CAPACITY EXPANSION
(i) Sri City (Andra Pradesh)
Amber's Sri City plant is a facility wherein the Company is manufacturing ACs with
backward integration of Sheet Metal components, Moulding and Heat
Exchangers and mass production has started in the month of January 2023.
(ii) Amber Supa (Maharashtra)
Amber's Supa plant is situated in Pune, Maharashtra, wherein the Company in Phase 1 has
started manufacturing Heat Exchangers, Press shop, Weld shop, Paint shop, TPP and in Phase
2 has set-up an Indoor Unit Line and Outdoor Unit Line and Moulding
Shop and mass production has started in the month of December, 2022.
(iii) Amber Rudrapur (Uttarakhand)
Amber's Rudrapur plant is a leased facility, wherein the Company is manufacturing Sheet
Metal components, Copper System Tubing and mass production has started in the month of
January, 2023.
(iv) IL JIN (Chennai)
IL JIN Chennai plant is situated in Sriperumbudur, Thiruvallur, it is a leased premises
wherein the Company is manufacturing PCBA for Air Conditioners and other Consumer durable
products and the mass production has started in the month of November
2022.
(v) Pravartaka (Chennai)
Pravartaka Chennai plant is situated in Kanchipuram, Tamil Nadu, it is a leased
premises wherein the
Company is manufacturing Injection moulding Components and the mass production has
started in the month of October 2022.
STRATEGIC ALLIANCES
As part of the Amber group's growth strategy, Sidwal Refrigeration Industries Private
Limited ("SIDWAL"), the material unlisted subsidiary of your Company has entered
into a Technology License Agreement with respect to Intercar Gangways Systems or passenger
coaches / EMU / metro excluding LRV / Monorail and Door Systems with Ultimate Group having
its presence across the globe with multiple manufacturing facilities bases in USA, Europe,
Australia and China and is one of the world's leading manufacturers of Intercar
Gangways Systems and Door Systems for Railway
Vehicles.
Further, SIDWAL also has entered into a Technology License Agreement with respect to
Automatic Door Systems for internal doors with a Company specialized in the design,
manufacturing, and development of door systems for the transit industry.
NEW PROJECTS UNDER PROCESS
Amber is focussed on expanding its market horizon in the rapidly expanding air
conditioning market and it is also tapping new segments viz automation, smart electronics
and home appliances for meeting the increasing consumer demands.
As a responsible corporate, your Company is releasing its first Annual Report
encompassing ESG (Environment, Social and Governance) aspects. Long-term strategy has been
formulated with the objective of making your Company one of the leaders in ESG and target
to establish a resilient business eco-system.
GLOBAL REACH
Your Company's (including its subsidiaries) footprints have increased to Middle East
and USA markets outside India.
INNOVATION RESEARCH & DEVELOPMENT
Your Company is expanding the base in innovation inside its ecosystem. It has a
dedicated in-house research and development department and in the last few years there has
been a strong focus to foster innovation inside the Company.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
COMPANIES
Your Company has following subsidiaries and it regularly monitors the performance of
these companies.
WHOLLY OWNED SUBSIDIARIES
1. PICL (India) Private Limited
2. Appserve Appliance Private Limited
3. Sidwal Refrigeration Industries Private Limited
4. Amber Enterprises USA Inc.
SUBSIDIARIES
1. IL JIN Electronics (India) Private Limited
2. EVER Electronics Private Limited.
3. AmberPR Technoplast India Private Limited
(Formerly known as Pasio India Private Limited)
4. Pravartaka Tooling Services Private Limited The financial statements of subsidiary
companies are available on the website of the Company viz www. ambergroupindia.com. The
Company shall make available the financial statements of these subsidiaries to any member
of the Company who may be interested in obtaining the same. The consolidated financial
statements prepared in accordance with applicable accounting standards and presented by
the Company in this annual report includes the financial results of its subsidiary
companies.
Wholly Owned Subsidiaries
PICL (India) Private Limited ("PICL")
PICL is a wholly owned subsidiary of your Company. It was incorporated as a Private
Limited Company on 13 September 1994 under the provisions of Companies Act, 1956 and it
was acquired by the Company in the year 2012.
It undertakes the business of manufacturing various kinds of fractional horse power
motors for WACs, SACs, Commercial air conditioners and other applications. During
financial year 2022 - 23, PICL has reported total revenue of ` 30,709 lakh and a Net
Profit of` 1,500 lakh.
Appserve Appliance Private Limited ("Appserve")
Appserve is a wholly owned subsidiary of your Company. It was incorporated as a Private
Limited Company on 4 December 2017 under the provision of the Companies Act, 2013 with the
object of carrying out the business of manufacture, repair, maintenance, installation,
assembly and routine servicing activities of all kinds of white goods i.e. RACs, washing
machines, refrigerators, consumer durables and other similar equipment and components and
to establish repair shops for the same along with other related activities.
During financial year 2022 - 23, Appserve has reported total revenue ` Nil lakh and
booked a net loss of ` 1.60 lakh.
Sidwal Refrigeration Industries Private Limited ("Sidwal")
Sidwal is a material wholly owned subsidiary of your
Company. It was incorporated as a Private Limited Company on 16 August 1965 under the
provisions of Companies Act, 1956 and it was acquired by the Company in two tranches in
the years 2019 and 2020.
It is engaged in the business of manufacturing and sale of Heating, Ventilation and Air
Conditioning equipment for railways, metros, Defence, bus, telecom, commercial
refrigeration and related components for private and government customers.
During financial year 2022 - 23, Sidwal has reported total revenue of ` 42,245 lakh and
a Net profit of` 7,426 lakh.
Amber Enterprises USA Inc.
Amber Enterprises USA Inc., is a wholly owned foreign subsidiary of your Company. It
was incorporated as a corporation under the United States Corporate Law, in the state of
Delaware.
It is majorly engaged in the business of sales and marketing alongwith trading
activities.
During financial year 2022 - 23, Amber Enterprises USA Inc. has reported total revenue
of ` 224.73 lakh and a Net profit of ` 23.80 lakh.
Subsidiaries
IL JIN Electronics (India) Private Limited ("IL JIN")
IL JIN is a material subsidiary of your Company. It was incorporated as a Private
Limited Company on 11 September 2001 under the provisions of Companies Act, 1956. Your
Company currently holds 70% equity stake in IL JIN and 30% equity stake is held by Mr.
Hyun Chul Sim and Ms. SU A Lee.
IL JIN is engaged in the business of manufacturing, assembling, purchasing, selling,
dealing, distributing, importing and exporting of electronic assembled printed circuit
boards for Air conditioners and all kind of Wearable products- including but not limited
to Smart Watches and Smart Band, Hearable products- including but not limited to TWS and
Neckband, Telecom products including but not limited to RRH ONT, OLT, Setup Box, IT
products - including but not limited to Laptop, Tablets, Charger and Power Bank, Audio
products - including but not limited to Bar Speaker, Trolley speaker and Electric Vehicles
- including but not limited to EV Charger, EV Controller etc.
During financial year 2022 - 23, IL JIN has reported total revenue of ` 88,039 lakh and
a Net profit of` 1,140 lakh.
Ever Electronics Private Limited ("EVER")
EVER is a subsidiary of your Company. It was incorporated as a Private Limited Company
on 2 August 2004 under the provisions of Companies Act, 1956. Your Company holds 70%
equity stake in EVER and 30% equity stake is held by Mr. Hyun Chul Sim.
EVER is engaged in the business of assembly of electronics printed circuit boards for
Air conditioners and other consumer durables, electronics and automobiles. During
financial year 2022 - 23, EVER has reported total revenue of ` 29,691 lakh and a Net
profit of` 1,120 lakh.
AmberPR Technoplast India Private Limited ("AmberPR")
AmberPR is a subsidiary of your Company. It was incorporated as a Private Limited
Company on 19 July 2013 under the provisions of Companies Act, 2013. Your Company holds
73% equity stake in AmberPR and 27% equity stake is held by Mr. Pankaj Kumar Rustagi and
Ms. Rashmi Rustagi.
AmberPR is engaged in the business of manufacturing of (i) cross flow fans and its
plastic parts; (ii) fans and fan guard for outdoor units of room air conditioners; (iii)
plastic parts for water dispenser and refrigeration applications (other than automobile
industry) and (iv) plastic parts for seats of trucks, tractors and buses.
During financial year 2022 - 23, AmberPR has reported total revenue of ` 11,118 lakh
and a Net profit of` 231 lakh.
Pravartaka Tooling Services Private Limited ("Pravartaka")
Pravartaka Tooling Services Private Limited is a subsidiary of your Company. It was
incorporated as a Private Limited Company on 27 April 2021 under the provisions of
Companies Act, 2013. Your Company holds 60% equity stake in Pravartaka and 40% equity
stake is held by Mr. Anil Sangwan and Mr. Aakash Sangwan.
Pravartaka is engaged in the business of manufacturing of injection mould tool
manufacturing and injection moulding components manufacturing for various industries.
During financial year 2022 - 23, Pravartaka has reported total revenue of ` 17,146 lakh
and a Net profit of transactions` 440 lakh.
None of the above named wholly owned subsidiaries and subsidiaries declared any
Dividend during the financial year 2022-23.
A statement containing salient features of financial statements of each subsidiary of
the Company is provided in Form AOC - 1 as "Annexure - B" and it
forms part of this
Annual Report and the consolidated financial statements of the Company for the
financial year ended 31 March 2023. In accordance with Section 136 of the Act, the audited
financial statements including the consolidated financial statements and related
information of your Company and separate audited accounts of subsidiaries including our
foreign subsidiary are available on the website of your
Company at www.ambergroupindia.com.
Your Company does not have any associate companies or joint ventures for the financial
year 2022 23. There are no companies which have ceased to be its subsidiaries, joint
ventures or associates companies during the financial year.
MATERIAL SUBSIDIARIES
The Board of Directors of your Company (the Board') has approved and adopted a
policy for determining material subsidiaries in accordance with the provisions of
Regulation 16(c) of SEBI Listing Regulations. The policy on material subsidiary has
been uploaded on the website of the Company and it can be viewed at the Web-link: https://
www.ambergroupindia.com/policy-for-determination-of-material-subsidiary-and
governance-of-subsidiary/ As on 31 March 2023, IL JIN Electronics (India) Private Limited
("IL JIN") and Sidwal Refrigeration Industries Private Limited ("SIDWAL"),
subsidiaries of your Company, were unlisted material subsidiaries, as per SEBI Listing
Regulations. In terms of the provisions of Regulation 24(1) of the SEBI Listing
Regulations, appointment of one of the Independent Directors of your Company on the Board
of unlisted material subsidiaries was applicable only to said subsidiaries.
Independent Audit Reports of the material subsidiaries are available on the website of
your Company. The Secretarial
Audit report of these material subsidiaries does not contain any qualification,
reservation or adverse remark or disclaimer. The Company monitors performance of
subsidiary companies, inter alia, by the following means:
Financial statements, in particular investments made by subsidiary companies, are
reviewed quarterly by your Company's Audit Committee;
Minutes of Board meetings of subsidiary companies are placed before the Company's Board
regularly;
A statement containing all significant arrangements entered into by subsidiary
companies is placed before the Company's Board;
The Company's Policy for determining Material
Subsidiaries is available on the website of the Company and can be accessed at
Web-link: http: https://www.
ambergroupindia.com/policy-for-determination-of-material-subsidiary-and-governance-of-subsidiary/
Furthermore, pursuant to Regulation 24(A) of SEBI Listing
Regulations, as amended read with Guidance note on Annual Secretarial Compliance Report
issued by Institute of Company Secretaries of India and various circulars issued by SEBI,
the Secretarial Audit report (MR-3) of Material Unlisted Subsidiaries i.e. IL JIN and
SIDWAL forms part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors (the "Board") of your Company are responsible for and
are committed to sound principles of Corporate Governance in your Company. The Board's
focus is on the formulation of business strategies, policies and robust control systems.
The Board provides strategic guidance and direction to your Company in achieving its
business objectives and protecting the interest of the stakeholders.
Matters reserved for the Board are those affecting your Company's overall strategic
policies, finances and shareholders. These include, but are not restricted to,
deliberation of business plans, risk management, internal control, preliminary
announcements of interim and final financial results, dividend policy, corporate
activities such as material acquisitions and disposals and connected transactions.
Your Company has a professional Board with right mix of knowledge, skills and expertise
with an optimum combination of Executive, Non-Executive and Independent
Directors including one Woman Director.
Directors and Key Managerial Personnel who were
Appointed/Re-appointed or have resigned during the Year
APPOINTMENT AND RE-DESIGNATION OF MR. JASBIR
SINGH (DIN: 00259632) AS WHOLE TIME DIRECTOR, DESIGNATED AS EXECUTIVE CHAIRMAN &
CHIEF EXECUTIVE OFFICRE AND WHOLE TIME DIRECTOR OF THE COMPANY
Mr. Jasbir Singh, has been serving the Board of the Company as a Director, since 1
October 2004 and he has been serving as the Chairman and Chief Executive Officer of the
Company since 25 August 2017. He has played an instrumental role in the growth of Amber.
Mr. Jasbir Singh is having more than 20 years of experience in the RAC & B2B
manufacturing sector. Mr. Jasbir Singh has played an
Instrumental role in driving growth through organic and in organic acquisitions.
Under Mr. Jasbir Singh leadership, the Amber Group has grown its manufacturing
footprints from single plant to (27) twenty-seven manufacturing locations in 20 years and
transformed the Company into diversified unique B2B solution provider in the space of Room
Air Conditioners & Commercial Air Conditioners, HVAC solutions to Indian Railways,
Metros, Buses, Defense & precision air conditioners, Motors for Air Conditioner, PCB
assemblies for various consumer durable, electronic & Automobile segment and various
Components like sheet metal components, injection moulding components, heat exchangers
etc. for various industries.
Further, during the last decade under Mr. Jasbir Singh astute Guidance, the Company
growth has augmented from 876 Crore to 6972 Crore with approx. 700 per cent upsurge.
Hence, on the recommendations of the Nomination and Remuneration Committee, Mr. Jasbir
Singh was appointed and re-designated as the Whole Time Director of the Company,
designated as Executive Chairman & Chief
Executive Officer and Whole Time Director of the Company for a term of five (5) years
with effect from w.e.f 16 May 2023.
The resolution for his appointment and re-designation by the shareholders of the
Company, forms part of the Notice of 33rd Annual General Meeting of the Company.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act, not less than
2/3rd (two-third) of the total number of directors of the Company (other than
Independent Directors and Nominee Directors) shall be persons whose period of office is
liable to determination by retirement of directors by rotation and one-third of such of
the directors for the time being are liable to retire by rotation at every subsequent
annual general meeting. Accordingly, pursuant to the Act read with Articles of Association
of your Company, Mr. Daljit Singh (DIN: 02023964) been longest in office is liable to
retire by rotation and, being eligible, offers himself for reappointment.
CHANGE IN DESIGNATION OF MR. JASBIR SINGH AND
MR. DALJIT SINGH FROM NON EXECUTIVE DIRECTORS TO WHOLE TIME DIRECTOR IN SIDWAL
REFRIGERATION
INDUSTRIES PRIVATE LIMITED (SIDWAL') THE MATERIAL WHOLLY OWNED SUBSIDIARY OF THE
COMPANY W.E.F. 1 FEBRUARY 2023.
Mr. Jasbir Singh and Mr. Daljit Singh were re-designated/ appointed as Whole Time
Directors in the Material
Subsidiary of the Company, Sidwal Refrigeration Industries
Private Limited for a term of 5 (Five) years, with effect from 1 February 2023 till 31
January 2028.
CHANGE IN DESIGNATION OF MR. JASBIR SINGH AND
MR. DALJIT SINGH FROM EXECUTIVE DIRECTORS TO NON EXECUTIVE DIRECTORS AND WITHDRAWAL OF
REMUNERATION IN PICL (INDIA) PRIVATE LIMITED
Mr. Jasbir Singh and Mr. Daljit Singh were re-designated from Executive Directors to
Non Executive Directors in PICL (India) Private Limited - wholly owned subsidiary of the
Company and their remuneration had been withdrawn in
PICL w.e.f. 1 February 2023.
APPOINTMENT OF MS. KONICA YADAV AS A WHOLE TIME COMPANY SECRETARY IN SIDWAL
REFRIGERATION INDUSTRIES PRIVATE LIMITED.
In order to adhere better compliances as per the Act and as per Section 203 of the Act,
read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 Ms. Konica Yadav, the Company Secretary and Compliance officer of the Company
has been appointed as Whole Time Company Secretary in Sidwal Refrigeration Industries
Private Limited (Sidwal') the Material Wholly Owned Subsidiary of the Company w.e.f.
1 February 2023. None of the Directors on the Board of the Company has been debarred or
disqualified from being appointed or continuing as director of the Company by the
Securities and Exchange Board of India, Ministry of Corporate Affairs or any other
statutory authority.
Key Managerial Personnel ("KMP")
In accordance with the provisions of Section 2(51) and 203 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following
are the the Key Managerial Personnel(s) of your Company as at 31 March 2023 :
1. Mr. Jasbir Singh |
Executive Chairman & Chief |
|
Executive Officer and Whole |
|
Time Director |
2. Mr. Daljit Singh |
Managing Director |
3. Mr. Sanjay Arora |
Chief Executive Officer of a |
|
Division |
4. Mr. Udaiveer Singh |
Chief Executive Officer of a |
|
Division |
5. Mr. Sachin Gupta |
Chief Executive Officer of a |
|
Division |
6. Mr. Sudhir Goyal Officer ChiefFinancial |
|
7. Ms. Konica Yadav |
Company Secretary and |
|
Compliance Officer |
Declaration from Independent Directors
Your Company has received declarations from all the
Independent Directors confirming that they meet/continue to meet, as the case may be,
the criteria of Independence under sub-section (6) of Section 149 of the Act and
Regulation 16(1) (b) of the SEBI Listing Regulations. In opinion of the Board, Independent
Directors fulfill the conditions specified in the and SEBI Listing Regulations and are
independent of the management.
Also, the Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed
that they are in compliance with the Code of Conduct for Directors and Senior Management
personnels formulated by the Company.
BOARD MEETINGS
Your Company holds minimum of 4 (Four) Board meetings in each calendar year with a gap
of not more than one hundred and twenty days between any two consecutive
Meetings. Additional meetings of the Board/ Committees are convened as may be necessary
for proper management of the business operations of your Company. The agenda alongwith the
requisite annexures and Notice for the Meetings is prepared and circulated in advance to
the Directors. The Board of Directors of your Company met 5 (Five) times during the
financial year 2022-23 i.e. on 13 May 2022, 18 May 2022, 9 August 2022, 21 October 2022
and 23 January 2023.
The necessary quorum was present at all the meetings. The intervening gap between any
two meetings was not more than one hundred and twenty days as prescribed by the Act. A
detailed update on the Board & its Committees, composition thereof, number of meetings
held during financial year 2022-23 and attendance of the Directors at such meeting is
provided in the Section "Board of Directors" of "Corporate Governance
Report" of this Annual Report.
BOARD COMMITTEES MEETINGS
The Board has delegated part of its functions and duties to an Executive committee and
day-to-day operational responsibilities are specifically delegated to the management.
Further, the Board had duly constituted following
Committees, which are in line with the provisions of applicable laws: A. Audit
Committee B. Nomination and Remuneration Committee C. Corporate Social Responsibility
Committee D. Stakeholders' Relationship Committee E. Risk Management Committee F. Business
Responsibility & Sustainability Committee
A detailed update on the composition, number of meetings, attendance and terms of
reference of aforesaid Committees are provided in the section "Committees of the
Board" of "Corporate Governance Report" of this Annual Report.
SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
Rules made thereunder
As per Schedule IV of the Act, Secretarial Standards-1 (SS-1') read with the
Guidance Note on SS-1 and SEBI Listing
Regulations, one meeting of Independent Directors of the
Company was duly held on 2 December 2022 without the attendance of Non-Independent
Directors and members of
Management wherein the Independent Directors evaluated the performance of Non Executive
Directors, Executive Directors and Board as a whole.
In addition, the Executive Directors of the Company provide regular updates of Business
plan and strategies to Independent Directors, in detail, on a regular basis.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and the SEBI Listing Regulations, a formal Annual
evaluation of the Board, its Committees, the Chairman and individual directors was carried
out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange
Board of India ("SEBI") for the financial year 2022-23. To facilitate the
evaluation process, Board and its Committee's self-evaluation questionnaires were
circulated to the Board members and respective Committee members.
As part of the evaluation process, the performance of Non-Independent Directors, the
Chairman and the
Board was conducted by the Independent Directors. The performance evaluation of the
respective Committees and that of Independent and Non-Independent Directors was done by
the Board excluding the Director being evaluated.
The actions emerging from the Board evaluation process were collated and contribution
made by presented before all the employees,the Nomination and Remuneration Committee as
well as the Board. Suggestions/ feedback concerning strategic, governance and operational
matters were actioned upon by the team. The Directors have expressed their satisfaction
with the evaluation process.
DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act read with Rules made thereunder
and Regulation 19 of SEBI Listing Regulations, the Nomination and Remuneration Committee ("NRC")
of your Board has formulated a
Remuneration Policy for the appointment and determination of remuneration of the
Directors, Key Managerial Personnel, Senior Management and other employees of your
Company. The NRC has also developed the criteria for determining the qualifications,
positive attributes and independence of
Directors and for making payments to Executive and Non-
Executive Directors of the Company.
The NRC takes into consideration the best remuneration practices in the industry while
fixing appropriate remuneration packages and for administering the long-term incentive
plans, such as ESOPs, ESOSs etc. Further, the compensation package of the Directors, Key
Managerial Personnel, Senior Management and other employees is designed based on the set
of principles enumerated in the said policy.
Your Directors affirmthat the remuneration paid to the Directors, Key Managerial
Personnel, Senior Management and other employees is as per the Remuneration Policy of your
Company.
The remuneration details of the Directors, Chief Financial Officer and Company
Secretary, along with details of ratio of remuneration of each Director to the median
remuneration of employees of the Company as per section 197(12) of the Act, read with Rule
5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
for the year under review forms part of this report and are provided as Annexure
C'.
The Nomination and Remuneration Policy of your Company can be viewed at the following
link: https://www. ambergroupindia.com/nomination-and-remuneration-policy/
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
PERSONNEL
As on 31 March 2023, total number of permanent employees on the records of your Company
were 1615.
Your Directors place on record their appreciation for the significant through their
competence, dedication, hard work, cooperation and support have enabled the Company to
cross new milestones on a continual basis.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information in respect of employees of the Company required pursuant to Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be
provided upon request. In terms of Section 136 of the Act, the report and financial
statements are being sent to the Members and others entitled thereto, excluding the
aforesaid disclosure. If any member is interested in obtaining a copy thereof, such member
may write to the
Company Secretary in this regard.
EMPLOYEE STOCK OPTION SCHEMES
Your Company has, introduced employee recognition schemes in the form of ESOPs and such
tools have been constructive in acknowledging employee's contribution to the organisation.
The objective of the said ESOPs is to enhance employee motivation, enable employees to
participate, directly or indirectly, in the long-term growth and success of your Company.
Also, such tools act as a retention mechanism by enabling employee participation in the
business as its active member.
The Company had introduced an employee stock option plan namely "Amber Enterprises
India Limited - Employee Stock Option Plan 2017" ("ESOP 2017"/
"Plan") to attract, retain, incentivise and motivate the Company's and its
Subsidiaries' eligible employees and enable them to participate, directly or indirectly,
in the long-term growth and success of your Company. Also, such tools act as a retention
mechanism by enabling employee participation in the business as its active member.
The total Options reserve under ESOP 2017 are 10,10,800 (Ten lakh Ten Thousand Eight
Hundred) Options. Pursuant to the said ESOP 2017, the Nomination and Remuneration
Committee at ("NRC'') its meeting held on 19 April 2021 has approved the Grant
of 220,000 (Two lakh Twenty Thousand) stock options under Amber Enterprises India Limited
- Employee Stock Option Plan 2017' ("ESOP 2017"/ "Plan") to eligible
employees (present and/or future) of the Company and its subsidiary Company (ies) from
time to time in one or more tranches at an exercise price of
` 2400/- in terms of the ESOP 2017.
Further, the NRC of the Board of Directors of the Company in the meeting held on 13 May
2022 approved to grant of 250,000 options under ESOP 2017 to the eligible employees of the
Company and its subsidiary(ies) at a discount of
` 500 per option, on latest closing price on a recognised stock exchange on which the
shares of the Company are listed and having highest trading volume on the date of meeting
of the Committee and Board held on 13 May 2022.
Disclosures on details of options granted, shares allotted upon exercise, etc. as
required under the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations")
are set out in "Annexure - D" to this Report.
Further, details of options granted and exercised are included in the notes to accounts
forming part of Standalone financial statements.
Your Company has received a certificate from Amit
Chaturvedi & Associates, Secretarial Auditors that the ESOP
2017 for grant of stock options has been implemented in accordance with the SEBI (SBEB
& SE) Regulations and the resolution passed by the members in their general meeting
and via postal ballot. The certificate would placed/available at the ensuing Annual
General Meeting for inspection by the members.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI Listing Regulations, your Company has
put in place a familiarisation programme for the Independent Directors to familiarise them
with their roles, rights and responsibilities as Directors, working of the Company, nature
of the industry in which the Company operates, business model etc. The details of the
familiarisation programme are explained in the Corporate Governance Report. The same is
also available on the website of the Company at https://www.
ambergroupindia.com/wp-content/uploads/2022/12/
Code-for-Independent-Director-and-Familiarisation-
Programme-changed-2020.pdf
DEPOSITS
During the year under review, your Company has not accepted any deposits from the
public under Section
73 and 76 of the Act and rules made thereunder and no amount of principal or interest
was outstanding as at the end of financial year 2022-23. There were no unclaimed or unpaid
deposits lying with your Company.
TRANSFER TO GENERAL RESERVE
Details with regard to amount transferred to reserves are provided in the Notes to
financial statements forming part of this Annual Report.
INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company was not required to transfer any funds to
Investor Education and
Protection Funds (IEPF).
FINANCIAL LIQUIDITY
On standalone basis cash and cash equivalent as at 31 March 2023 was ` 67,664.68 lakh
(previous year ` 77,411.53 lakh). The Company's working capital management is robust and
involves a well-organised process which facilitates continuous monitoring and control over
receivables, inventories and other parameters. Due to the nature of the business, the
Company maintains flexibility in funding by maintaining availability under committed
facilities. Management monitors rolling forecasts of the Company's liquidity position and
cash and cash equivalents on the basis of expected cash flows. The Company takes into
account the liquidity of the market in which the entity operates. In addition, the
Company's liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, monitoring balance
sheet liquidity ratios against internal and external regulatory requirements and
maintaining debt financing plans.
Note: Cash and cash equivalents mentioned above includes other bank balances, bank
deposits with more than 12 months maturity and investment in bonds.
RELATED PARTY TRANSACTIONS
During financial year 2022-23, all contracts/ arrangements/ transactions entered into
by your Company with related parties under Section 188(1) of the Act were in the ordinary
course of business and on an arm's length basis. During financial year 2022-23, your
Company has not entered into any contract/ arrangement/ transaction with related parties
which could be considered material' in accordance with its Policy on Materiality of
Related Party Transactions. Thus, there are no transactions required to be reported in
Form AOC-2.
In line with the requirements of the Act and SEBI Listing
Regulations, your Company has formulated a Policy on
Materiality and dealing with Related Party Transactions which is also available on the
Company's website at
https://www.ambergroupindia.com/policy-on-materiality-and-dealing-with-related-party-transactions/.
The Policy intends to ensure that proper reporting, approval and disclosure processes are
in place for all transactions between your Company and Related Parties.
All related party transactions are placed before the Audit Committee for its approval.
Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations
for the transactions which are foreseen and are repetitive in nature. by subsidiaries to
which the subsidiary of a listed entity is a party but AlltheSignificant the listed entity
is not a party, are placed before the Audit Committee of the Company.
*Significant RPTs means, if the value of such transaction whether entered into
individually or taken together with previous transactions during a financial year exceeds
10% of the annual standalone turnover, as per the last audited financial statements of the
Related Party Transactions were disclosed to the Board on quarterly basis.
For details on Related Party Transactions, you may refer Notes to financial statements
forming part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans, guarantees given and investments made during the year in
accordance with Section 186 of the Act forms part of the notes to the financialstatements
provided in this Annual Report. All the loans, guarantees & securities are given, and
investments are made for the Business purpose.
AUDITORS & AUDITORS' REPORT |
|
Statutory Auditors |
M/s S.R. Batliboi & Co. LLP (Firm registration number:
000050N/N500045) were |
M/s S.R. Batliboi & Co. LLP |
appointed as Statutory Auditors of your Company at the Annual General
Meeting held on 2 August, 2022, for a term of 5 (Five) consecutive years till the
conclusion of the 37th Annual General Meeting of the Company to be held in the year 2027. |
, |
The Independent Auditors Report given by the Auditors on the financial
statement (Standalone and Consolidated) of your Company forms part of this Annual Report.
There reservation, adverse remark or disclaimer given by the Auditors
hasbeennoqualification in their Report. |
Secretarial Auditors M/s. Amit Chaturvedi & Associates |
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of your Company at their meeting held on 13 May, 2022 had appointed M/s. Amit
Chaturvedi & |
Practicing Company Secretaries |
Associates, a practicing Company Secretary firm (Certificate of to
conduct the Secretarial Audit of your Company for the financial year 2022 - 23. |
|
The Company has annexed to this Board Report as "Annexure -
E", the Secretarial Audit Report given by the Secretarial Auditor. |
|
The Secretarial Audit report does not contain any qualification,
reservation or adverse remark. |
|
Further, the Secretarial Audit Report of Sidwal Refrigeration Industries
Private Limited and IL JIN Electronics (India) Private Limited, the material subsidiaries
of your Company, are also forming part of this Annual Report. |
Cost Auditors |
In terms of the Section 148 of the Act read with Companies (Cost Records
and Audit) |
M/s. K.G. Goyal & Associates |
Rules, 2014, your Company is required to maintain cost accounting
records and get them audited every year from Cost Auditor and accordingly such accounts
and records are |
a firm of Cost Accountants |
made and maintained by your Company. |
|
The Board of Directors of your Company at their meeting held on 13 May,
2022 had appointed M/s. K.G. Goyal & Associates (Firm Registration No.000024), Cost
Accountants, as Cost Auditors to audit the cost accounts of your Company for the financial
year 2022- 23. The Cost AuditReportforthefinancialyear 2022-23 will be filed by the
Company with the Ministry of Corporate Affairs, in due course. The Company will do the
related compliance accordingly. |
Internal Auditors |
During the financial year under review, M/s Deepak Gulati &
Associates, Chartered |
M/s Deepak Gulati & Associates |
Accountants were appointed as Internal Auditors of the Company at the
Board Meeting held on 13 May, 2022, to conduct the Internal Audit for the financial year
2022 23. |
Chartered Accountants |
Findings and reports of Internal Auditors are reviewed by the Audit
Committee about compliance with internal controls, the efficiency and effectiveness of
operations as well as key process risks. The Audit Committee periodically reviews internal
audit plans, significant audit findings and adequacy of internal controls. |
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has established an internal control system, commensurate with the size,
nature, scale and complexity of its operations. Your Company has a robust and well
embedded system of internal controls. This ensures that all assets are safeguarded and
protected against loss from unauthorised use or disposition and all financial transactions
are authorised, recorded and reported correctly.
An extensive risk based programme of internal audits and management reviews provides
assurance to the Board regarding the adequacy and efficacy of internal controls. The
internal audit plan is also aligned to the business objectives of the Company.
Comprehensive policies, guidelines and procedures are laid down for all business
processes. The internal control system has been designed to ensure that financial and
other records are reliable for preparing financial and other statements and for
maintaining accountability of assets.
Significant system are :
A well-established, independent, Internal Audit team operates in line with
best-in-class governance practices. It reviews and reports to the Audit
Committee about compliance with internal controls, the efficiency and effectiveness of
operations as well as key process risks.
The Audit Committee periodically reviews internal audit plans, significant internal
controls.
Systematic self-certification of adherence to key internal controls, as part of control
self-assurance by process owners, monitors and reviewers.
Adherence with a comprehensive information security policy and continuous upgrades of
the Company's IT systems for strengthening automated controls.
During the financial year, the internal controls were tested and found effective, as a
part of the
Management's control testing initiative. The report on the Internal Financial Controls
issued by M/s S.R. Batliboi & Co. LLP, Chartered Accountant, the Statutory
Auditors of the Company is annexed to the Audit Report on the financial statements of
the Company and does not contain any reportable weakness of the Company. The Internal
Auditors of your Company have direct access to the Audit Committee of the Board.
Furthermore, the
Internal Auditors are also responsible for following up the corrective actions to
ensure that satisfactory controls are maintained.
Accordingly, the Board, with the concurrence of the Audit
Committee and the Auditors is of the opinion that the
Company's Internal Financial Controls were adequate and operating effectively for the
financial year ended 31 March 2023.
RISK MANAGEMENT POLICY / FRAMEWORK
Your Company has devised risk management procedures and techniques after taking into
consideration external as well as internal threats to devise efficient strategies for
mitigating a diverse set of risks. Risk identification, analysis, mitigation and
monitoring is undertaken periodically by the Management Team and is overseen by the Risk
Management Committee.
The Risk Management Committee of the Board continues to guide the Management Team in
operating a comprehensive risk management framework. At present the Risk Management
Committee comprises of following members :
1. Ms. Sudha Pillai, Chairperson
2. Mr. Jasbir Singh, Member
3. Mr. Daljit Singh, Member
The details of the Risk Management Committee as at 31 March 2023 along with its charter
are set out in the Corporate Governance Report, forming part of this report. The Company
has in place a Risk Management Policy, this
Policy is framed in compliance with the provisions of the Act read along with the
applicable rules thereto and Regulation
21 of SEBI Listing Regulations. Risk Management is an integral part of your Company's
business strategy. Business Risk Evaluation and Management is an ongoing process within
the Company. The same is available on the website of the Company and can be accessed at:
https://www. ambergroupindia.com/wp-content/uploads/2023/05/ Risk-Management-Policy.pdf.
The Risk Management Committee identifies, evaluates and assesses the risks, understands
the exposure of risks and accordingly prepares and oversees execution of appropriate risk
mitigation plan. It has identified Risk Management Units within the Company, the risk
profiles of which are constantly monitored and the severity of risk is tracked on regular
basis.
The Risk Management Committee maintains comprehensive risk management systems to
ensure that the effectiveness of the mitigation action plan gets assessed independently.
The effectiveness of system assessed and reviewed by the Risk Management Committee on need
basis and annually.
In addition to developing a robust Business Continuity Plan, your Company also focussed
on some of the other key risk areas as well and developed mitigation plans. Some of those
risks were;- Financial Risks, Manufacturing / Production Risks , R & D Risks,
Marketing Risks, Deliverables risks, HR Risks, System Risks, Legal Risks, Business
Operational Risks. Your Company is already developing plans to manage and mitigate the
risks well.
Also, to address IT related concerns like cyber threats and data vulnerability, your
Company has a robust IT system and firewalls to mitigate any threats and risks. The
Company takes the below mentioned steps to ensure the privacy and data security of
users : a) Using firewalls on the network. b) Antivirus is installed on each system to
protect from viruses, anti-malware, adware, worms and Trojans. c) Strong password policy.
d) Automatic backup is scheduled for critical users. e) Educating users by sending
Information like Security
Policy of the Company and email awareness mail periodically. f) External drives are
blocked.
The Risk Management Committee and the Board has identified some elements of risks,
which, according to them are crucial to the Company. Details of these elements of risks
have been covered in the Management Discussion and Analysis, which form part of this
Annual Report and in
. Note53ofthestandalonefinancial statements The Company's Board of Directors has
overall responsibility for the establishment and oversight of the Company's risk
management framework. The Note 53 of the standalone financial statements also 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.
Your Company remains committed to protecting the interests of its customers, investors,
shareholders, employees and each person or entity with whom it is associated.
In the opinion of the Board, there are no risks that may threaten the existence of your
Company.
CORPORATE SOCIAL RESPONSIBILITY AND RELATED
MATTERS
Your Company has been an early adopter of Corporate
Social Responsibility ("CSR") initiatives. Along with a sustainable
development growth, environmental protection, the contribution to the society is also a
key factor for holistic business growth. Your Company has been responsibly managing not
only its business performance but also its environmental and social impact.
Amber believes in line with this belief, the Company will continue crafting unique
models to generate livelihoods and create a better society. Such Corporate Social
Responsibility ("CSR") projects are far more replicable, scalable and
sustainable, with a significant impact on sustainable livelihood creation and working for
a cause of humanity.
The three guiding principles of Amber's Corporate Social Responsibility policy are :
FY 2022-23 UPDATE ON CSR PROGRAMME
Your Company has an ongoing vibrant CSR programme, of which some of the notable ongoing
investments in preventing and promoting health care, woman empowerment programmes,
promoting and providing education and skill development for livelihood of youths of our
country, which supports the underprivileged, socially and economically disadvantaged
communities, promoting preventive health care and Disaster Management or emergency or
Covid -19 situation.
Your Company has a duly constituted CSR Committee, which is responsible for fulfilling
the CSR objectives of your Company. The composition of CSR committee is as stated in the
"Committees of the Board" section of "Corporate Governance Report.
The Board of Directors have adopted a CSR policy which is in line with the provisions
of the Act. The CSR Policy of your Company lays down the philosophy and approach of your
Company towards its CSR commitment. The policy can be accessed at the website of the
Company i.e. www. ambergroupindia.com
During the financial year 2022 - 23, on recommendation of CSR Committee Members, the
Board approved the CSR Budget amounting of ` 1,80,75,063 /- (Rupees One Crore Eighty lakh
Seventy Five Thousand and Sixty Three Only) which amounts to 2% of the average net profits
of previous three financial years.
A total amount of ` 2,67,96,456.56/- (Rupees Two Crore Sixty Seven Lakh Ninety Six
Thousand Four Hundred Fifty Six and Fifty Six paisa only) have been spent against the CSR
budget of ` 1,80,75,063/- (Rupees One Crore Eighty Lakh Seventy Five Thousand Sixty Three)
of the financial year 2022 - 2023.
The stipend paid to NAPS Trainees under NAPS Scheme has been claimed by the Company
under CSR budget of the financial year 2022 23 along with ongoing projects of the Company.
Further, the Company has spent an excess amount of ` 87,21,393.56/-, which is required to
be set off up to immediately succeeding three financial years. The Board on the
recommendation of the CSR Committee members passed the resolution to carry forward the
excess amount of ` 86,76,456.56/- (Expenditure w.r.t stipend paid to NAPS Trainees under
NAPS Scheme claimed by the Company in the financial year 2022 23) up to immediately
succeeding three financial years.
The annual report on our CSR projects/activities is annexed as "Annexure -
F" forming part of this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every women employee working with your Company. Your Company always endeavors to create
and provide an environment that is free from discrimination and harassment including
sexual harassment.
Your Company has zero tolerance for sexual harassment at workplace and, therefore, has
in place a policy on prevention of sexual harassment at workplace. The said policy is in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The policy aims at prevention of harassment of all women otherwise. employees lays down
the guidelines for identification, reporting and prevention of sexual harassment. Your
Company has complied with the provisions relating to the constitution of the lnternal
Complaints Committee ("ICC") and the same has been duly constituted in
compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013. The said Committee is responsible for redressal of complaints
related to sexual harassment and follows the guidelines provided in the policy.
The following is a summary of sexual harassment complaints received and disposed of
during the year: a. No. of complaints received: 0 b. No. of complaints disposed of: NA c.
No. of complaints pending: 0 During the financial year under review your Company has also
devised a PoSH Awareness Module' which ensures that we follow the Law.
Further, the module ensures that all Employees are sensitised and there is awareness with
respect to their rights and obligations in accordance with the Law. The module through its
engaging delivery style decodes the Law and legal jargon for a layperson and takes the
user through common scenarios, educating them about the do's and don'ts and the
appropriate conduct at a workplace.
The Company has conducted online training courses on WorkSafe Plus on the Rainmaker Web
Portal and organised other sexual harassment training programmes, from time to time, for
its employees and staff. The said training programmes and workshops were helpful in
creating necessary awareness and to encourage cooperative environment in the organisation.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/Whistle-
Blower Policy for the Directors and Employees of the
Company which provides a robust framework for dealing with genuine concerns, grievances
and reporting serious and genuine unethical behaviour, actual or suspected fraud and
violation of the Company's code of conduct or ethics policy. It also provides adequate
safeguards against victimisation of persons, who use such mechanism and makes provision
for direct access to the Chairman of the
Audit Committee.
The main objective of this policy is to provide a platform to Directors and Employees
to raise concerns regarding any irregularity, misconduct or unethical matters / dealings
within the Company which have a negative bearing on the organisationeitherfinancially or
During the financial year 2022 23, no personnel of the
Company have been denied access to the Audit Committee for reporting concerns, if any.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is
available on the Company's website and can be accessed at the Web-link: https://www.
ambergroupindia.com/whistle-blower-policy/
The Company has also adopted a Code of Conduct for Directors and Senior
Managerial Personnel which is available on the website of the Company under the weblink:
https://www.ambergroupindia.com/code-of-conduct-for-directors-and-senior-management-personnel/
The Company has also devised and adopted an ethics policy which covers all associates
including but not limited to directors, KMPs, employees, agents, representatives, vendors,
contractors and business partners of the Company including any Group Companies or any
other persons/individuals, who may be acting on behalf of the Company. The policy ensures
highest ethical standards and business practices and zero-tolerance toward unethical
conduct. This policy aids in monitoring and investigating instances of alleged corruption
and subsequent actions against any individual(s) involved in corruption. The policy is
available on the website of the Company under the web link:
https://www.ambergroupindia.com/wp-content/ uploads/2023/05/1.-Ehics-policy.pdf The
Company has also devised and adopted the Anti-Bribery and Anti-Corruption policy which
emphasises on Amber's zero tolerance approach to bribery and corruption. It guides us to
act professionally, fairly and with utmost integrity. The policy is available on the
website of the Company under the web link: https://www.ambergroupindia.com/wp-content/
uploads/2023/05/9.-Anti-bribery-and-Anti-corruption-policy.pdf This policy provides an
additional channel to the normal management hierarchy for employees to raise concerns
about any breach of the Company's Values or instances of violations of the Company's Code
of Conduct. Therefore, it's in line with the Company's commitment to open communication
and to highlight any such matters which may not be getting addressed in a proper manner.
During the financial year under review, no complaint under the Whistle Blower Policy was
received.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (the PIT Regulations') on prevention of insider trading,
your
Company has revised its Code of Conduct for regulating, monitoring and reporting of
trading by Designated Persons in line with the recent amendments brought by SEBI in the
PIT Regulations.
The said Code lays down guidelines, which advise
Designated Persons on the procedures to be followed and disclosures to be made in
dealing with the shares of the Company and cautions them on consequences of
non-compliances.
Your Company also has a Code of practices and procedures of fair disclosures of
unpublished price sensitive information including a policy for determination of legitimate
purposes along with the Institutional Mechanism for prevention of insider trading and
Policy and procedures for inquiry in case of leak of unpublished price sensitive
information or suspected leak of unpublished price sensitive information.
Further, your Company has put in place adequate and effective system of internal
controls and standard processes have been set to ensure compliance with the requirements
given in these regulations to prevent insider trading.
The Company has also in place a robust system viz. "Structural Digital
Database" consisting of the relevant details of the Designated person(s) and
Connected person(s) for keeping a tab on the information flow and internal and external
communications with respect to unpublished price sensitive information of the Company.
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 Listing Regulations :
Number of Shareholders and outstanding shares in the suspense account in the
beginning of the year (1 April 2022) |
Number of shareholders who approached listed entity for transfer of
shares from suspense account during the year |
Number of shareholders to whom shares were transferred from suspense
account during the year |
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year (31 March 2023) |
The voting rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares |
None |
None |
None |
None |
None |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report forms an integral part of this report and
gives details of the overall industry structure, economic developments, financial and
operational performance and state of affairs of your
Company's business and other material developments during the financial year under
review.
KEY FINANCIAL RATIOS
The Key financial ratios for the financial year ended 31 March 2023 forms part of the
Management Discussion and Analysis Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Your Company's business responsibility ingrains the spectrum of nine principles of
National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of
India, along with their key elements. This is enabled by a suite of frameworks,
governance, social objectives, policies, code of conduct and management systems integrated
with the business process.
In terms of SEBI Listing Regulations, a separate section on "Business
Responsibility & Sustainability Report (BRSR')" forms part of this Annual
Report and is given in "Annexure G". The Report provides a detailed
overview of initiatives taken by your Company from Environmental, Social and
Governance perspectives.
CORPORATE GOVERNANCE
Your Company believes that executing strategy effectively and generating shareholder
value over the long term requires high standards of corporate governance. To ensure good
corporate governance, your Company ensures that its governance framework incorporates the
amendments introduced in the SEBI Listing Regulations from time to time and the same are
complied with on or before the effective date.
The Board has also evolved and adopted a Code of Conduct based on the principles of
good Corporate Governance and best management practices that are followed globally. The
Code is available on your Company's website, www.ambergroupindia.com. and can be viewed at
the following web link: https://www.ambergroupindia.com/
code-of-conduct-for-directors-and-senior-management-personnel/ In terms of SEBI Listing
Regulations, a separate section on "Corporate Governance" with a compliance
report on corporate governance and a certificate from M/s. Amit Chaturvedi &
Associates, a firm of Company Secretaries,
Secretarial Auditors of the Company regarding compliance of the conditions of Corporate
Governance, has been provided in this Annual Report and are annexed as
"Annexure H" and "Annexure -I".
A certificate of the Chairman and Chief Executive Officer and CFO of the Company in
terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the internal control measures and
reporting of matters to the
Audit Committee, is also annexed.
LISTING ON STOCK EXCHANGES
The equity shares of your Company are presently listed on BSE Limited ("BSE")
and the National Stock Exchange of India Limited ("NSE").
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
As of 31 March 2023, Your Company employed 1615 fulltime employees. Your Company
believes that its employees are its core strength and accordingly development of people
and providing a 'best-in-class' work environment is a key priority for the Organisation to
drive business objectives and goals. Robust HR policies are in place which enables
building a stronger performance culture and at the same time developing current and future
leader.
To foster a caring community, the Company recognises that having good staff relations
and a motivated workforce plays a vital role in the Company's efficient operations. Your
Company has always promoted employees (including workers) to actively participate in
various engagement activities which the Company organises every month. The Human Resource
Department creates a yearly engagement calendar and monitors it on monthly basis. Last
year your Company organised various engagement activities for its employees. Some of the
employee engagement activities are showcased below:
Republic Day celebration
Independence Day celebration
Makar Sankranti Celebration
Holi celebration
Zumba activity
Team Building exercise
Festival celebrations
Monthly Birthday celebration
Women's Day celebration
World Environment Day celebration
Yoga Day celebration
Christmas celebration
Further, your Company also ensured that every employee/ worker should have mediclaim
coverage and term insurance plan, besides this, free annual health check - ups are also
being done for employees/workers.
The organisation has also organised various webinars on mental wellbeing, dhyan
session, financial planning and breast cancer awareness.
CREATING A NEW PERFORMANCE CULTURE
Performance for the Company is the sum total of value creation within the Organisation.
The leadership focus is such that performance is measured on a continuous basis and
performance culture is driven to make every month a in successful month. The significant
the performance of the Company during the last two years is a testimony to the leadership
and management focus on this performance driven culture which has resulted in highly
engaged and motivated teams.
TAKING EMPLOYEE ENGAGEMENT TO NEXT LEVEL
Your Company has a rich legacy of nurturing and promoting
talentfromwithintheOrganisationtherebycreatingahealthy and vibrant work culture across the
Company. "Leadership through Innovation" is one such engagement forum which
engages employees at a national level competition across all locations to showcase their
innovative ideas and skills. This platform challenges employees to question status-quo at
the work place and to take a leap of faith towards our journey of innovation.
Several cultural and social programmes are organised within the Company to recognise
and promote talent which goes a long way in fostering camaraderie among employees and
promotes a sense of belonging in the Organisation. The human resources development
function of the Company is guided by a strong set of values and policies.
Your Company strives to provide the best work environment with ample opportunities to
grow and explore. Your
Company maintains a work environment that is free from physical, verbal and sexual
harassment.
The management believes that the competent and committed human resources are vitally
important to attain success in the organisation. In line with this philosophy, utmost care
is being exercised to attract quality resources and suitable training is imparted on
various skill-set and behavior. Annual sports, cricket matches and games were conducted
across the organisation to enhance the competitive spirit and encourage bonding teamwork
among the employees.
The Company maintained healthy, cordial and harmonious industrial relations at all
levels during the year under review.
INDUSTRIAL RELATIONS
The Company enjoyed harmonious industrial relations during the financial year under
review. The robust employee relation practices, a collaborative approach to working and
vibrant work culture has created a win-win situation for both employees and the
Organisation. This caring spirit has gone a long way in maintaining a harmonious
environment across all business units of the Company.
INVESTOR RELATIONS
Your Company continuously strives for excellence in its
Investor Relations ("IR") engagement with International and domestic
investors through structured conference-calls and periodic investor/analyst interactions
like individual meetings, participation in investor conferences, quarterly earnings calls
and annual analyst meet with the
Executive Chairman & Chief Executive Officer and Whole Time Director, Managing
Director, Executive Directors and Business Divisional Heads. Your Company interacted with
various Indian and overseas investors and analysts
(excluding quarterly earnings calls and specific event related calls). Your Company
always believes in leading from the front with emerging best practices in IR and building
a relationship of mutual understanding with investor/analysts.
Your Company ensures that critical information about the Company is available to all
the investors by uploading all such information at the Company's website i.e. www.
ambergroupindia.com
ANNUAL RETURN
In terms of Sections 92(3) and 134(3)(a) of the Act, annual return of the financial
year 2022 23 is available under the Investors' section of the Company's website,
www. ambergroupindia.com and can be viewed at the following link:
http://ambergroupindia.com/agm-annual-reports-results.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, your Company has duly complied with all the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS/OUTGO
The information as required under Section 134 (3) (m) of the Act read with Rule 8 of
Companies (Accounts) Rules, 2014, is appended hereto as "Annexure - J"
and forms part of this Report.
STATUTORY DISCLOSURE
Your Directors state that during the financial year under review, since there were no
transactions/events with respect to the items as mentioned herein below no disclosure or
reporting is required in respect of the same:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of your Company under
any scheme, save and except ESOS referred to in this report.
3. Buy-back of shares or under Section 67(3) of the Act. by the 4. No significant
Regulators or Courts or Tribunals which impact the going concern status and Company's
operations in future.
5. No application was filedfor Corporate insolvency resolution process under "The
Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by
your Company itself during the period under review.
6. No instance of onetime settlement with any Bank or Financial Institution.
7. No disclosure is required under Section 67(3) (C) of the
Act, in respect of voting rights not exercised directly by the employees of the Company
as the provisions of the said Section are not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of
Section 134(3)(c) and Section 134(5) of the Act, which is to the best of their
knowledge and belief and according to the information and explanations obtained by them :
(a) in the preparation of the annual accounts for the financial year ended 31 March 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for
that period; (c) the directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act, for
safeguarding the assets of the Company and preventing and detecting fraud and other
irregularities;
(d) the directors have prepared the annual accounts for the financial year ended 31
March 2023, on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the financial year of the Company to which
the financial statements report i.e. between 1 April 2023 to 14 July 2023 except those
included in this report.
GREEN INITIATIVE
Your Company has implemented the Green Initiative to enable electronic delivery of
notice and annual reports alongwith ancillary documents to the shareholders. Electronic
copies of Annual Report of the financial year 2022 23 and the Notice of 33rd Annual
General Meeting are sent to all members whose email addresses are registered with
the Company/ depository participant(s) as on the record date 14 July 2023.
For members, who have not registered their e-mail addresses, please update your e-mail
ids with your respective Depository Participants in order to contribute to above Green
Initiative programme.
Pursuant to Section 108 of the Act read with relevant rules thereunder, your Company is
providing e-voting facility to all members to enable them to cast their votes
electronically on all resolutions set forth in the Notice of 33rd Annual General Meeting.
The instructions for e-voting are provided in the Notice of the Annual General Meeting.
CAUTIONARY STATEMENT
The Board's Report and Management Discussion & Analysis may contain certain
statements describing the Company's objectives, expectations or forecasts that appear to
be forward looking within the meaning of applicable securities laws and regulations while
actual outcomes may differ materially from what is expressed herein.
The Company is not obliged to update any such forward-looking statements. Some
important factors that could influence the Company's operations comprise economic
developments, pricing and demand and supply conditions in global and domestic markets,
changes in government regulations, tax laws, litigation and industrial relations.
AWARDS AND RECOGNITION
During the year, the Company received following awards and recognition :
Sr. |
Award |
Category of Award |
Event |
Date |
No. |
Giver |
|
|
|
1. |
Blue Star |
Best Supplier Award for quality & delivery excellence |
Supplier Meet |
14 June 2022 |
2. |
LG |
Best of performance Year 2022 |
Best award |
LG Noida Annual Business Partners Meet |
09 December 2022 |
ACKNOWLEDGEMENT
Your Company's organisational culture is embedded and engrossed with professionalism,
integrity and continuous improvement across all its functions.
The Board of Directors place on record, their sincere thanks to the shareholders and
investors of the Company for the trust reposed in the Company over the past several years.
Their involvements are greatly valued. The Directors look forward to your continuing
support.
Your directors would also like to express their appreciation for the assistance,
guidance and co-operation provided by various government authorities, the banks/financial
institutions, business associates, stock exchanges and other stakeholders such as members,
customers, suppliers, and ancillary undertakings for their co-operation and assistance.
The Company's executives, staff and workers are instrumental in the Company scaling new
heights year after year, and their commitment and contribution is deeply acknowledged.
Shareholders' involvements are greatly valued. The Directors look forward to your
continuing support.
The Board would like to reiterate its commitment to continue to build the organisation
into a truly world-class enterprise in all aspects.
|
|
For and on behalf of Board of Directors |
|
|
Amber Enterprises India Limited |
|
(Jasbir Singh) |
(Daljit Singh) |
|
Executive Chairman & CEO and Whole Time Director |
Managing Director |
Place: Gurugram |
DIN:- 00259632 |
DIN:- 02023964 |
|
514A, The Camellias, DLF Golf Links, Golf Course |
G - 45, Silver Oak Avenue, DLF City, |
Date: 14 July 2023 |
|
|
|
Road, Arjun Nagar Gurgaon, Haryana - 122001 |
Phase - I, Gurgaon, Haryana 122002 |
|