IIT Investrust Limited

Disclosure in board of directors report explanatory

DIRECTOR’S REPORT

To

The Members

Your Directors have pleasure in presenting the 26th Annual Report on the state of affairs together with the Standalone and Consolidated Audited Financial Statements of your Company for the Financial Year ended on 31st March, 2016.

FINANCIAL RESULTS

The STANDALONE financial results of your company are given below:

(Figures in Rupees)

Particulars	For the Financial Year ended31st March, 2016	For the Financial Year ended31st March, 2015
Revenue from operations (net)	9,78,07,46,420	10,81,59,63,473
Other Income	2,36,26,234	4,35,42,793
Total Revenue	9,80,43,72,654	10,85,95,06,266
Total Expenses	9,54,55,36,951	10,52,34,37,607
Profit Before Tax (PBT)	25,88,35,703	33,60,68,659
Tax Expense
Current Tax	5,52,40,716	7,06,57,667
Current Tax- Earlier Years	27,62,360	-
Deferred Tax	6,08,68,970	7,12,40,734
Deferred Tax – Earlier Years	2,12,95,096	(6,61,349)
Minimum Alternate Tax (MAT) credit entitlement	(5,52,40,716)	(4,53,76,788))
Profit After Tax (PAT)	17,39,09,277	24,02,08,395
Earnings Per Equity Share (Rs.)
Basic	8.01	11.07
Diluted	8.01	11.07

.
The CONSOLIDATED financial results of your company are given below:
(Figures in Rupees)

Particulars	For the Financial Year ended 31st March, 2016	For the Financial Year ended31st March, 2015
Revenue from operations (net)	10,89,02,59,300	12,30,63,98,882
Other Income	3,08,96,452	4,32,43,186
Total Revenue	10,92,11,55,752	12,34,96,42,068
Total Expenses	10,59,98,24,920	11,92,85,40,511
Profit Before Tax (PBT)	32,13,30,832	42,11,01,557
Tax Expense
Current Tax	7,96,26,119.99	8,79,18,932
Current Tax- Earlier Years	27,62,360.00	-
Deferred Tax	6,27,50,371.74	8,55,21,842
Deferred Tax – Earlier Years	2,12,95,096.00	57,04,354
Minimum Alternate Tax (MAT) credit entitlement	(5,53,53,613)	(4,81,30,167)
Profit After Tax (PAT)	21,02,50,497	29,00,86,596
Earnings Per Equity Share (Rs.)
Basic	9.69	13.37
Diluted	9.69	13.37

STATE OF AFFAIRS

Despite the challenging environment, we have delivered another year of strong performance with broad-based growth ahead of the market and sustained margin improvement. We remained focused on strengthening the core of our business through innovation, leading market development and continuous improvement of our executional capabilities. Our strategy is well on track as we delivered on our goals of consistent, competitive, profitable and responsible growth. On the standalone basis, revenue of your Company stood at Rs.9,78,07,46,420/- as against Rs.10,81,59,63,473/- during the previous year. The Profit Before Tax (PBT) was Rs. 25,88,35,703/- as against Rs.33,60,68,659/- in the previous year. Profit After Tax (PAT) for the year was Rs. 17,39,09,277/-over the PAT ofRs.24,02,08,395/- in previous year.

In terms of the provisions of Section 129(3) of the Companies Act, 2013, the Company prepared Consolidated Financial Statements for theFinancial Year ended 31st March, 2016.On consolidated basis, revenue from operations (net)registered by the Company in the Financial Year 2015 – 16 ofRs. 10,89,02,59,300/- as against Rs.12,30,63,98,882/- during the previous year.The Profit Before Tax (PBT) was Rs. 32,13,30,832/- as against Rs. 42,11,01,557/- in the previous year. Profit After Tax (PAT) for the year was Rs. 21,02,50,497/- over the PAT of Rs. 29,00,86,596/- in previous year.

The Management is taking the Low penetration level of Air Conditioners (AC) in household in India aspositive and big opportunity for the Company. The perception of people towards the category of this product has witnessed a normal shift over the years from a luxury product to becoming a necessity in hot humid weather conditions of India. With extremely low penetration, rising per capita income, hot and humid climatic conditions in most part of the country are boosting the sales of air conditioners. We continued to make good progress on our sustainability priorities to achieve the main object of the Company to become First Choice of Customer and to make the Company as No. 1 OEM & Parts Manufacturing Company of the world.It will be your Directors Endeavor to work in focused direction.

AWARDS AND ACCOLADES

During the Financial Year under review your Company received the following awards and accolades:

1. “Best Performance” supplier cluster awardby Godrej;
2. “Performance of the Month”supplier cluster awardby Godrej;
3. “Best of Best Performance (ASCE and TQRDCM)” award by LG;
4. “Best Supplier”award by Honeywell;
5. “Best Development Support”award by Panasonic;
6. “8th National Cluster Championship Award” by Confederation of Indian Industry (“CII”).

INTERNAL AUDITOR

During the Financial Year under review, Company has appointed M/s Deepak Gulati & Associates, Chartered Accountants as Internal Auditors of the Company for the Financial Year 2015 - 16.

COST AUDITOR

The Company received a resignation letter dated 21.09.2016 from CMA H.K. Bhatia, Cost Accountant (Membership No. 2338), showing his unwillingness to get appointed as Cost Auditor of the Company for the Financial Year 2016 – 17, due to his regular illness and health problem, therefore pursuant to the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment(s) or re-enactments thereof) AND read with Rule 3(B) of the Companies (Cost Records and Audit) Amendment Rules, 2016 dated 14.07.2016 and all other applicable rules, regulations and guidelines framed thereunder as may be applicable from time to time, K.G. Goyal& Associates, a firm of Cost Accountants (Firm Registration No.000024), having its office at 4A, Pocket 2, Mix Housing Scheme, New Kondli, MayurVihar – III, New Delhi – 110 096 is appointed as Cost Auditor of the Company for the Financial Year 2016 -17 on remuneration of Rs.40,000/- and also the payment of service tax as applicable plus out of pocket expenses out of Gurgaon, if any,in place of CMA H.K. Bhatia, Cost Accountant. The partners of the Firm are holding a valid certificate of practice under sub-section (1) of Section 6 of Cost and Works Accountants Act, 1959.

The Company has received the certificate from K.G. Goyal& Associates, Cost Accountants, certifying they are independent firm of Cost Accountants and having arm’s length relationship with our Company.

Cost Compliance Audit Report for the Financial Year 2015 -16 is required to be filed by the Company with the Ministry of Corporate Affairs and the Company will do the related compliance accordingly.

Further, the Remuneration of Cost Auditor needs to be approved by the Members at subsequent General Meeting of the Company. The Resolution seeking your approval on this item is included in the Notice convening the 26th Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the requirements of Section 135 of Companies Act, 2013 the Board of Directors at their Meeting held on 17.07.2014 has constituted Corporate Social Responsibility (CSR) Committee.

The CSR Committee of the Board comprises of following Members:

Mr. Jasbir Singh : Managing Director
Mr. Daljit Singh : Director
Mr. Satwinder Singh : Director
Mr. Anand Mundra : Nominee Director

The Composition of the CSR Committee meets the requirements of Section 135 of the Companies Act, 2013.

In recognition of Corporate Social Responsibility as Corporate Citizen, your Company concentrates most of its sustainability / CSR efforts by supporting development of sanitation facilities in Girls School alongwith providing clean water facilities, imparting training on cleanliness; AND providing vocational skills training which will enhance employment opportunities for youth of our country.

Further, a detail about the CSR policy is available at our website. The annual report on our CSR activities is marked and annexed as “Annexure - A” to the Board’s Report.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY (CSR) AND INITIATIVES TAKEN DURING THE YEAR

In accordance with the provisions of Section 135 of the Companies Act 2013, the Board of Directors of the Company had constituted a Corporate Social Responsibility ('CSR') Committee at their Meeting held on 17.07.2014. On recommendation of CSR Committee Members, the Board approved the CSR Budget amounting of Rs. 6,700,000 (Rupees Sixty Seven Lacs Only) to be spent during year ended 31stMarch, 2016. However, on the basis of the average net profit of the Company for the preceding three financial years, amount of Rs. 56,11,303/-was required to be spent by the Company. whereas the Company didn’t generate enough Cash Flow due to huge repayment of its outstanding debts, hence Rs.2,55,192/- (Rupees Two Lac Fifty Five Thousand One Hundred and Ninety Two Only) has been spent on Construction of lavatories facilities in Dehradun and Rs.1,95,994/- (Rupees One Lac Ninety Five Thousand Nine Hundred Ninety Four Only) has been spent on Construction of lavatories facilities in Jhajjar in the Financial Year 2015 - 16 as per the limits prescribed under Companies Act, 2013 and CSR budget approved by the Board of Directors on recommendation made by CSR Committee members.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 2015- 16 is enclosed with this report pursuant to section 92(3) of the Companies Act, 2013 as “Annexure – B” and forms part of this report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met Six (6) Times in the Financial Year 2015 – 16, the details of the same are appended below:

Sl. No.	Date of Board Meeting	Time of Meeting	Venue of Meeting
1.	14.05.2015	10.30 A.M.	Universal Trade Tower, 1st Floor, Sector – 49, Sohna Road, Gurgaon – 122 101
2.	31.07.2015	10.00 A.M.	Universal Trade Tower, 1st Floor, Sector – 49, Sohna Road, Gurgaon – 122 101
3.	22.09.2015	11.00 A.M.	Universal Trade Tower, 1st Floor, Sector – 49, Sohna Road, Gurgaon – 122 101
4.	23.12.2015	9.00 A.M.	Universal Trade Tower, 1st Floor, Sector – 49, Sohna Road, Gurgaon – 122 101
5.	14.01.2016	9.00 A.M.	Universal Trade Tower, 1st Floor, Sector – 49, Sohna Road, Gurgaon – 122 101
6.	14.03.2016	4.00 P.M.	Universal Trade Tower, 1st Floor, Sector – 49, Sohna Road, Gurgaon – 122 101

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

CORPORATE GOVERNANCE

Your Company is Private Limited Company and as such compliance with the statutory provisions related to Corporate Governance is not mandatory. However, your Company believes in adopting the best Corporate Practices in order to maintain the utmost level of transparency, accountability and ethics. The focus of the Company is on statutory compliance, regulations, guidelines and ethical conduct of business throughout the organization with primary objective of enhancing Company’s value being a responsible corporate citizen.

GENERAL BODY MEETINGS

Particulars of the last Three (3) Annual General Meetings (AGM) of your Company are as follows:

Financial Year	Nature of Meeting	Date	Time	Venue
2013	AGM	28.09.2013	11.00 A.M.	C-1, Phase-II, Focal Point, Rajpura Town -140 401, Punjab
2014	AGM	29.09.2014	10.00 A.M.	C-1, Phase-II, Focal Point, Rajpura Town -140 401, Punjab
2015	AGM	29.09.2015	11.00 A.M.	C-1, Phase-II, Focal Point, Rajpura Town -140 401, Punjab

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 the that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; - Not Applicable

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB – SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

Being a Private Limited Company the provisions of Section 149 of the Companies Act, 2013 relating to appointment of Independent Directors are not applicable on the Company.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB – SECTION (3) OF SECTION 178 OF THE COMPANIES ACT, 2013

Being a Private Limited Company the provisions of Section 178 of the Companies Act, 2013 relating to Company’s Policy on Director’s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub – section (3) of Section 178 are not applicable on the Company.

APPOINTMENT OF AUDITORS

M/s Walker Chandiok& Co LLP (formerly M/s Walker Chandiok& Co), Chartered Accountants, having Firm Registration No. 001076N/N500013 and M/s BM Sharma & Associates, Chartered Accountants, having Firm Registration No. 007944N were appointed as “Joint Statutory Auditors” of the Company by the shareholders at the 25th Annual General Meeting of the Company.

The appointment of M/s Walker Chandiok& Co LLP (Formerly M/s Walker Chandiok& Co) is from the conclusion of 25th Annual General Meeting of the Company till the conclusion of the 30th Annual General Meeting of the Company to be held in calendar year 2020 and the appointment of M/s BM Sharma & Associates, is from the conclusion of 25th Annual General Meeting of the Company till the conclusion of the 29th Annual General Meeting of the Company to be held in calendar year 2019, subject to ratification of appointment by shareholders at each AnnualGeneral Meeting to be held during the period and fix their remuneration.

Due to preoccupation, M/s BM Sharma & Associates, Chartered Accountants, having Firm Registration No. 007944N, have shown their unwillingness to continue as Joint Statutory Auditors alongwithM/s Walker Chandiok& Co LLP (formerly M/s Walker Chandiok& Co), Chartered Accountants, having Firm Registration No. 001076N/N500013 of the Company.

A certificate as required under Section 139 of the Companies Act, 2013 has been received from M/s Walker Chandiok& Co. LLP, Chartered Accountants having Firm Registration No. 001076N to the effect that they are eligible to continue as statutory auditors of the Company.

The Board proposes the ratification of appointment of M/s Walker Chandiok& Co. LLP, Chartered Accountants having Firm Registration No. 001076N as the Statutory Auditorsto hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Resolution seeking your approval on this item is included in the Notice convening the 26th Annual General Meeting.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

(i) By the Auditor in his report

The “Joint Statutory Auditors” of the Company have submitted their Report to the Members together with Financial Statements for the year ended 31st March, 2016 and notes thereon are attached, which are self-explanatory and therefore do not call for any further comments or explanation under Section 134(3)(f) of the Companies Act, 2013.

Further, the Statutory Auditors have not reported any incident of fraud to the Company in the year under review.

(ii) By the Company Secretary in practice in his secretarial audit report

Being a Private Limited Company the provisions of Section 204 of the Companies Act, 2013 relating to Secretarial Audit are not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Company has granted following Corporate Guarantee AND Security on behalf of its Wholly Owned Subsidiary i.e. PICL (India) Private Limitedin the Financial Year 2015 - 16:

Sl. No.	Date of Board Meeting	Date of Extra Ordinary General Meeting	Amount of Guarantee Given	Particulars	Guarantee given in Favour of
1.	31.07.2015	Not Applicable	15,00,00,000/-	Corporate Guarantee given in favour of DBS Bank Limited on behalf of PICL for securing the credit facilities amounting of Rs. 15,00,00,000/- (Rupees Fifteen Crores Only).	DBS Bank Limited

Since the Company had given Corporate Guarantee and Security on behalf of its Wholly Owned Subsidiary,therefore there was no requirement to pass Special Resolution as per the sub - section 3 of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules, 2014.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis, therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

Furthermore, the requirement of passing the resolution under first proviso of Section 188 of the Companies Act, 2013 shall not be applicable for the transactions entered into between the Company and its wholly owned subsidiary, as the Company has prepared Consolidated Financial Statements for the Financial Year ended on 31st March, 2016 and same will be placed before the shareholders at the general meeting for approval, hence the Company is not required to pass resolution in General Meeting under first proviso of Section 188 of the Companies Act, 2013.

Your Directors draw attention of the members to Note No. 33 to the Financial Statement which sets out related party disclosures as prescribed under Accounting Standard 18.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in “Annexure - C” in Form AOC-2 and the same forms part of this report.

RESERVES

The Company did not propose to transfer any amount to any reserves.

DIVIDEND

Your Directors for the Financial Year under review, with a view to conserve resources for future development and expansion have not recommended any dividend for the Financial Year ended 31.03.2016.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position, have occurred between the end of the Financial Year of the Company and date of this report.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREGIN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy:

(i) Steps taken / impact on conservation of energy;

Company has taken appropriate measures for conservation of energy and saving of our Natural Resources. Further, your Company strongly believes in sustainable development. Company’s technical staff and engineers are adequately trained to identify energy-saving opportunities and consistent efforts to improve performances have resulted in considerable reduction in the use of energy and natural resources. Your Company has taken appropriate measures for environment protection by adopting green and clean technologies and designing pollution control infrastructure to achieve discharge and emissions within the statutory limits. Further Employees of the Company had also joined hands and fully cooperated for making successful of energy saving tasks of the Company.

A few initiatives taken by your Company towards energy conservation during the year under review:

? Transparent FRP Roofing sheets for better lighting during day time for energy conservation;
? Increase of Solar Energy consumption in the Factories. Solar Street Lights has been installed by the Company at various units;
? Rain water harvesting continues to be a focused activity at our manufacturing plants, same has been implemented at Jhajjar and Dehradun Plant;
? Planned use of LED bulbs in shop floor and use of street lights;
? DC Motors used in the Machinery which consume very less quantity of Use of electrical equipment’s with high energy efficiency and low anti-environment emissions;
? electricity as compared to AC motors;
? Switch off utility machines during off times.
? Laid focus on water consumption at our manufacturing plants.

Your company has taken few significant steps to reduce energy consumption to ensure lesser impact on the environment and by these little efforts, your Company is able to reduce electrical and fuel consumption, thereby savings in the cost of production of the goods.

(ii) steps taken by the Company for utilizing alternate sources of energy including waste generated;

? Wind operated powerless ventilators for plant ventilation.

(B) Technology absorption:

(i) the efforts made towards technology absorption;

Technology and innovation continue to be one of the key focus areas to drive growth besides ensuring sustainability and helping the Company take a leap in transformation.

In addition to developing new products and technologies for existing businesses/ manufacturing facilities, the group is also working on building capabilities to develop breakthrough technologies that will create new business for the Company. Training is imparted to technical staff as an ongoing process.

(ii) the benefits derived like product improvement, cost reduction, product development;

The Company through continue technology absorption and innovation developed more energy efficient products which helped the Company to grow its volumes & strengthened the relationship with their respective customers.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

No technology has been imported during the last 3 years by the Company.

(iv) the expenditure incurred on Research and Development

Your Company has its own state of the art for Research & Development facility for developing various products. During the Financial Year under review your Company has developed wide range of products for various customers.

The Company spend Rs. 17,00,27,840/- on Research and Development activities (including material, labour and directly identifiable overheards) in the Financial Year 2015 - 16.

Highlights of the products and processes developed by your Company:

? Development of new models in Heat Exchangers varying from 1 Row to 2.5 Row, These parts have helped to add new range of indoor unit;
? Development of new models of 3 star & 5 star ODU Kit complying to new star rating to be used with wide array of customers;
? Developed new range of Air Conditioners, Indoor Units, new range of injection molding plastic parts and various kinds of multiflow condensers with new alloy and with higher efficiency for various customers;
? Developed Inverter AC (Split) in range 1.0 Ton, 1.5 Ton and 2.0 Ton;
? Developed models with new refrigeration R32 and R410.

Benefits derived from above said Research and Development

The research and development helped the Company to maintain its leadership in the OEM/ODM model of Room Air Conditioners (RAC) segments. It also helped your Company to broaden its Customers base and strengthen its relationship with current customers. It also strengthened the concentration mix amongst customers and different sectors of Component mix.

The Company ensures that in future they will make continues efforts for making new innovations, research, design & development, survey for enhancing the growth and expansion.

(C) Foreign exchange earnings and Outgo:

The details are appended below:

Particulars	(Amount in Rs.)
Foreign Exchange earned in terms of actual inflows during the year	Rs. 4,76,87,849/-
Foreign Exchange outgo during the year in terms of actual outflows	Rs.45,96,199/-

RISK MANAGEMENT POLICY

The Risk Management policy is formulated and implemented by the Company which aims at enhancing shareholders’ value and providing an optimum risk-reward tradeoff. The Management has put in place adequate & effective system and man power for the purposes of risk management.

The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring, risk measurement, continuous risk assessment and mitigation measures. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

PERFORMANCE EVALUATION OF THE DIRECTORS

Being a Private Limited Company there is not required to provide a statement on formal annual evaluation.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Prakash Iyer (DIN : 00956349)

Reliance Alternative Investments Fund-Private Equity Scheme-I, acting through its trustee Fairwinds Trustees Services Private Limited, represented herein by Fairwinds Asset Managers Limited withdrew the Nomination of Mr. Prakash Iyer from the Directorship of Amber Enterprises (India) Private Limited with effect from 25.07.2016.

The Board of Directors noted the same in Board Meeting held on 25th July, 2016.

The Board places on record their appreciation on the valuable contributions made by Mr. Prakash Iyer during his tenure as Director of the Company.

The Structure of Board at present comprising of following Directors:

Mr. Kartar Singh : Chairman and Whole Time Director
Mr. Jasbir Singh : Managing Director
Mr. Daljit Singh : Director
Mr. Kripal Singh : Director
Ms. SukhmaniLakhat : Director
Mr. Satwinder Singh : Director
Mr. Anand Mundra : *Nominee Director

*Nominee Director of Investors Namely “Reliance Alternative Investment Fund - Private Equity Scheme-Irepresented herein by “Fairwinds Asset Managers Limited”

PERFORMANCE EVALUATION OF THE DIRECTORS

Being a Private Limited Company there is not required to provide a statement on formal annual evaluation.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREFOR;

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associates companies during the year.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

During the Financial Year under review, no material or serious observation has been received from the Internal Auditors and Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

Since the company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013, therefore no disclosures are required to be made.

AUDIT COMMITTEE {SECTION 177 (8)}

Being a Private Limited Company the provisions of Section 177 of the Companies Act, 2013 is not applicable on the Company.

VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to Mr. JasbirSingh, Managing Director of the Company who has been nominated to play the role of audit committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to Mr. Jasbir Singh, Managing Director of the Company.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the Company’s website.

DISCLOSURES PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

Mr. Jasbir Singh, Managing Director of the Company is in receipt of Remuneration of Rs. 1,29,60,000/- per annum.

Mr. Daljit Singh, Director of the Company is in receipt of Remuneration of Rs. 1,15,20,000/- per annum.

At the Board of Directors Meeting held on 22.09.2015, the Remuneration of Mr. Jasbir Singh, Managing Director of the Company increased from Rs. 9,00,000/- per month to Rs. 10,80,000/- per month AND the remuneration of Mr. Daljit Singh, Director of the Company increased from Rs. 8,00,000/- per month to Rs. 96,00,000/- per month with retrospective effect from 01.04.2015.

PERSONNEL

The information required under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than Rs. 60,00,000/-

Sl. No.	Name of Employee	Remuneration (Rs.)*	Nature of employment (Contractual or otherwise)	Qualification and Experience	Date of Commencement of employment	Age (Yrs.)	% of Equity shares held by such employee	Whether any such employee is a relative of any director or manager of the Company
1.	Mr. Sanjay Arora	Rs. 64,76,796 /- p.a.	Permanent	Tech- Electrical 32 Years of Experience	23.07.12	55 YRS (01.12.1960)	Nil	No

B. Employed for part of the Financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs.5,00,000/- per month : None
C. Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company : None

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and its Wholly OwnedSubsidiary i.e. PICL (India) Private Limited, Pursuant to first proviso to sub - section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, A statement containing the salient features of the Financial Statement of its Wholly Owned Subsidiary i.e. PICL (India) Private Limited in the prescribed format AOC - 1 is enclosed herewith this Board’ Report as “Annexure – D”.

GENERAL DISCLOSURE

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

1. Details relating to deposits covered under Chapter V of the Act - During the Financial Year under review, the Company has not accepted any deposit under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014 as amended from time to time which are not in compliance with the requirements of Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your Directors wishes to place on record their sincere appreciation towards the contribution of Lenders, stakeholders and business associates of the Company, Central and State Government departments, their local authorities for their guidance and support. Your Directors would particularly like to acknowledge and thank our various Bankers/ Financial Institutions (FI) for their continued support during the Financial Yearand look forward to their continued support in future.

Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

For and on behalf of Board of Directors
Amber Enterprises (India) Private Limited

Jasbir Singh Daljit Singh
Managing Director Director
Place :Gurgaon DIN:- 00259632 DIN:- 02023964
Date : 21.09.2016 20 – A, S.B.S Colony, Rajpura Town -140 401, Punjab 20A, Shaheed Bhagat Singh Colony, Rajpura Town -140 401, Punjab

“ANNEXURE – A”

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

Brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs

SANITATION DEVELOPMENT PROJECT: Strengthening rural areas by improving sanitation facilities in the girls’ Schools, providing clean water facilities and imparting training on cleanliness, wherever the abovementioned facilities are not available earlier and thereby creating sustainable Schools. The Company will give preference to the local areas where it currently operating through its Nine Units. We believe that the well-being of people living in rural areas ensures sustainable development. We will work with local administrations to achieve community developments goals. Providing vocational skills training which will enhance employment opportunities for youth of our country. Web link : http://ambergroupindia.com/images/csr.pdf

The Composition of the CSR Committee

The CSR Committee of the Board comprises of following Members: Mr. Jasbir Singh - Managing Director, Mr. Daljit Singh – Director, Mr. Anand Mundra – Nominee Director, Mr .Satwinder Singh - Director

Average net profit of the company for last three financial years	Rs. 33,32,76,375/- (Rupees Thirty Three Crores Thirty Two Lacs Seventy Six Thousand Three Hundred Seventy Five Only)
Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)	Rs.67,00,000/- (Rupees Sixty Seven Lacs Only), Budget approved by the 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 Rs. 56,11,303/- (Rupees Fifty Six Lacs Eleven Thousand Three Hundred and Three Only) was required to be spent by the Company.
Details of CSR spent during the financial year :	--------------
Total amount to be spent for the financial year	Rs.2,55,192/- (Rupees Two Lac Fifty Five Thousand One Hundred and Ninety Two Only) has been spent on Construction of lavatories facilities in Dehradun and Rs.1,95,994/- (Rupees One Lac Ninety Five Thousand Nine Hundred Ninety Four Only) has been spent on Construction of lavatories facilities in Jhajjar in the Financial Year 2015 – 16
Amount unspent, if any	Rs. 62,48,814 (Rupees Sixty Two Lacs Forty Eight Thousand Eight Hundred Fourteen Only)

Manner in which the amount spent during the financial year is detailed below:

1	2	3	4	5	6	7	8
S. No.	CSR Project or activity identified	Sector in which the project is covered	Projects or programs Local area or other Specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Sub – heads: Direct Expenditure on projects or programs. Overheads	Cumulative expenditure upto to the reporting period	Amount spent : Direct or through implementing agency
1	SANITATION DEVELOPMENT PROJECT: Strengthening rural areas by improving sanitation facilities in the girls’ Schools, providing clean water facilities and imparting training on cleanliness, wherever the abovementioned facilities are not available earlier and thereby creating sustainable Schools. The Company will give preference to the local areas where it currently operating through its Nine Units. We believe that the well-being of people living in rural areas ensures sustainable development. We will work with local administrations to achieve community developments goals.Providing vocational skills training which will enhance employment opportunities for youth of our country.Units.	Healthcare & Promoting Education	Rs.2,55,192/- (Rupees Two Lac Fifty Five Thousand One Hundred and Ninety Two Only) has been spent on Construction of lavatories facilities in Dehradun and Rs.1,95,994/- (Rupees One Lac Ninety Five Thousand Nine Hundred Ninety Four Only) has been spent on Construction of lavatories facilities in Jhajjar in the Financial Year 2015 - 16	Rs.67,00,000/- (Rupees Sixty Seven Lacs Only)	Rs.2,55,192/- (Rupees Two Lac Fifty Five Thousand One Hundred and Ninety Two Only) has been spent on Construction of lavatories facilities in Dehradun and Rs.1,95,994/- (Rupees One Lac Ninety Five Thousand Nine Hundred Ninety Four Only) has been spent on Construction of lavatories facilities in Jhajjar in the Financial Year 2015 - 16	Rs.4,51,186/- (Rupees Four Lac Fifty One Thousand One Hundred Eighty Six Only)	Nil

*Give details of implementing agency:

In case the company has failed 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.

With reference to CSR project/activities mentioned in CSR policy, the schools wherein Construction of toilets and sanitation facilities is required, clean water needs to be supplied has been identified in Dehradun and Jhajjar, whereas the Company didn’t generate enough Cash Flow due to huge repayment of its outstanding debts, hence only Rs.2,55,192/- (Rupees Two Lac Fifty Five Thousand One Hundred and Ninety Two Only) has been spent on Construction of lavatories facilities in Dehradun and Rs.1,95,994/- (Rupees One Lac Ninety Five Thousand Nine Hundred Ninety Four Only) has been spent on Construction of lavatories facilities in Jhajjar in the Financial Year 2015 - 16 as per the limits prescribed under Companies Act, 2013 and CSR budget approved by the Board of Directors on recommendation made by CSR Committee members.

A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

The Committee Members are aware that in the Financial Year 2015 – 16 only Rs.4,51,186/- (Rupees Four Lac Fifty One Thousand One Hundred Eighty Six Only) was spent on CSR activities. Reason for not spending any amount on CSR Project and CSR activities mentioned above in point no. 6. Moving forward the Company will endeavour to spend on CSR activities in accordance with the prescribed limits.

For and on behalf of Board of Directors
Amber Enterprises (India) Private Limited

Jasbir Singh Daljit Singh
Managing Director Director
Place :Gurgaon DIN:- 00259632 DIN:- 02023964
Date : 21.09.2016 20 – A, S.B.S Colony, Rajpura Town -140 401, Punjab 20A, Shaheed Bhagat Singh Colony, Rajpura Town -140 401, Punjab

ANNEXURE – “B”

Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2016

[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	U28910PB1990PTC010265
ii)	Registration Date	02.04.1990
iii)	Name of the Company	Amber Enterprises (India) Private Limited
iv)	Category/Sub Category of Company	Company Limited by Shares/ Indian Non Government Company
v)	Address of the Registered Office and Contacts Details	C – 1, Phase – II, Focal Point, Rajpura Town – 140 401, Punjab
vi)	Whether Listed Company	Yes / No
vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any	Karvy ComputerShare Private Limited Registered Office : Karvy House, 46 Avenue 4, Street No.1, Banjara Hills, Hyderabad – 500 034 Branch Office: 305, New Delhi House, 3rd Floor, 27, Barakhamba Road, New Delhi – 110 003 Contact Details : bandr@karvy.com T: + 91 40 23312454/ 44677312/ 44677392

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. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the Company
i)	Air Conditioners – Window Air Conditioners, Split Air Conditioners, Air conditioners – Outdoor Unit(AC - ODU), Air conditioners – Indoor Unit (AC - IDU))	28192	83.46%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No.	Name and Address Of The Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held
i)	PICL (India) Private Limited Registered Office : D - 151/A, Okhla Industrial Area, Phase – I, Delhi – 110 020	U74899DL1994PTC061471	Wholly Owned Subsidiary	100%

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

i) Category – Wise Share Holding

Category of Shareholders				No. of Shares held at the beginning of the year (As on 01.04.2015)				No. of Shares held at the end of the year (As on 31.03.2016)	% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
Promoters
(1) Indian
a) Individual/HUF	1,23,86,720	-	1,23,86,720	57.07%	1,23,86,720	-	1,23,86,720	57.07%	-
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	57.07%	1,23,86,720	-	1,23,86,720	57.07%	-

(2) Foreign
NRIs - Individuals	-	-	-	-	-	-	-	-	-
Other - Individuals	-	-	-	-	-	-	-	-	-
Bodies Corp.	-	-	-	-	-	-	-	-	-
Banks/FI	-	-	-	-	-	-	-	-	-
Any Other….	-	-	-	-	-	-	-	-	-

Sub – Total (A) (2):-	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoter (A) = (A)(1) + (A)(2)	1,23,86,720	-	1,23,86,720	57.07%	1,23,86,720	-	1,23,86,720	57.07%	-

Public Shareholding
Institutions
Mutual Funds	-	-	-	-	-	-	-	-	-
Banks/ FI	-	-	-	-	-	-	-	-	-
Central Govt	-	-	-	-	-	-	-	-	-
State Govt(s)	-	-	-	-	-	-	-	-	-
Venture Capital Funds	73,78,948	-	73,78,948	34%	73,78,948	-	73,78,948	34%	-
Insurance Companies	-	-	-	-	-	-	-	-	-
FIIs	-	-	-	-	-	-	-	-	-
Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
Others (specify)	-	-	-	-	-	-	-	-	-
Sub – Total (B) (1):-	73,78,948	-	73,78,948	34%	73,78,948	-	73,78,948	34%	-
Non - Institutions
Bodies Corp
i) Indian	-	-	-	-	-	-	-	-	-
Overseas	-	-	-	-	-	-	-	-	-
Individuals	-	-	-	-	-	-	-	-	-
Individual shareholders holding nominal share capital uptoRs. 1 lakh	-	-	-	-	-	-	-	-	-
Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh	14,80,320	4,56,800	19,37,120	8.93%	14,80,320	4,56,800	19,37,120	8.93%	-
Others (specify)	-	-	-	-	-	-	-	-	-
Sub –Total (B) (2):-	14,80,320	4,56,800	19,37,120	8.93%	14,80,320	4,56,800	19,37,120	8.93%	-
Total Public Shareholding (B)= (B)(1) + (B)(2)	88,59,268	4,56,800	93,16,068	42.93%	88,59,268	4,56,800	93,16,068	42.93%	-

Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	2,12,45,988	4,56,800	2,17,02,788	100%	2,12,45,988	4,56,800	2,17,02,788	100%	-

(ii) Shareholding of Promoters

Sl. No.	Shareholder’s Name			Shareholding at the beginning of the year(As on 01.04.2015)			Shareholding at the end of the year (As on 31.03.2016)
		No. of Shares	% of total Shares of the Company	% of Share Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Share Pledged/ encumbered to total shares	% change in share holding during the year
1.	Mr. Jasbir Singh	66,85,840	30.81%	0%	66,85,840	30.81%	0%	0%
2.	Mr. Daljit Singh	57,00,880	26.27%	0%	57,00,880	26.27%	0%	0%
	Total	1,23,86,720	57.07%	0%	1,23,86,720	57.07%	0%	0%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.			Shareholding at the beginning of the year (As on 01.04.2015)		Cumulative Shareholding during the year (01.04.2015 to 31.03.2016)
		No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
	At the beginning of the year (As on 01.04.2015)				NIL
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):				NIL
	At the End of the year (As on 31.03.2016)				NIL

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.			Shareholding at the beginning of the year (As on 01.04.2015)		Cumulative Shareholding during the year (01.04.2015 to 31.03.2016)
	For Each of the Top 10 Shareholders	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
	At the beginning of the year				NIL
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):				NIL
	At the End of the year (or on the date of separation, if separated during the year				NIL

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.			Shareholding at the beginning of the year (As on 01.04.2015)		Cumulative Shareholding during the year (01.04.2015 to 31.03.2016)
	For Each of the Top 10 Shareholders	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
	At the beginning of the year (As on 01.04.2015)	1,43,23,840	66%	1,43,23,840	66%
	Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	No Changes	No Changes	No Changes	No Changes
	At the End of the year (As on 31.03.2016)	1,43,23,840	66%	1,43,23,840	66%

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amt in Rupees)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year (As on 01.04.2015)	4,176,238,198.00	-	-	4,176,238,198.00
i) Principal Amount	4,162,910,471.00	-	-	4,162,910,471.00
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	13,327,727.00	-	-	13,327,727.00
Total (i+ii+iii)	4,176,238,198.00	-	-	4,176,238,198.00
Change in Indebtedness during the financial year
Additions	1,735,028,207.44	-	-	1,735,028,207.44
Reduction	1,654,214,893.44	-	-	1,654,214,893.44
Net Change	80,813,314.00	-	-	80,813,314.00
Indebtedness at the end of the financial year (as on 31.03.2016)	4,257,051,512.00	-	-	4,257,051,512.00
i) Principal Amount	4,242,416,979.00	-	-	4,242,416,979.00
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	14,634,533.00	-	-	14,634,533.00
Total (i+ii+iii)	4,257,051,512.00	-	-	4,257,051,512.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. No.		Particulars of Remuneration										Name of MD/WTD/Manager	Total Amount (Per Annum p.a.)
1.		Gross salary	Mr. Jasbir Singh		Mr. Daljit Singh		Mr. Kartar Singh		Mr. Kripal Singh			Ms. SukhmaniLakhat
		(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	Rs. 1,29,60,000		Rs.1,15,20,000		Rs.12,00,000		Rs. 300,000			Rs. 12,00,000	Rs.2,71,80,000
	(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)	Rs. 1,29,60,000	Rs.1,15,20,000	Rs.12,00,000	Rs. 300,000	Rs. 12,00,000	Rs.2,71,80,000
	Ceiling as per the Act						Being a Private Limited Company Ceiling as per the Act Not Applicable on the Company

Note: *Salary does not include contribution to Provident Fund (PF).

B. Remuneration to other directors:

Sl. No.	Particulars of Remuneration		Name of Directors	Total Amount
	Independent Directors Fee for attending board / committee meetings Commission Others, please specify
	Total (1)
	2. Other Non-Executive Directors Fee for attending board / committee meetings Commission Others, please specify	nil
	Total (2)
	Total (B) = (1+2)
	Total Managerial Remuneration
	Overall Ceiling as per the Act

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

Sl. No.	Particulars of Remuneration				Key Managerial Personnel
		CEO	Company Secretary	CFO	Total
1.	Gross salary	-	-	-
	(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	-	Rs.5,05,800/- p.a.	-	Rs.5,05,800/- p.a.
	(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	-	Rs.5,05,800/- p.a.	-	Rs.5,05,800/- p.a.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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

For and on behalf of Board of Directors
Amber Enterprises (India) Private Limited

Jasbir Singh Daljit Singh
Managing Director Director
Place : Gurgaon DIN:- 00259632 DIN:- 02023964
Date : 21.09.2016 20 – A, S.B.S Colony, Rajpura Town -140 401, Punjab 20A, Shaheed Bhagat Singh Colony, Rajpura Town -140 401, Punjab

ANNEXURE – “C”

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 Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a)	Name(s) of the related party and nature of relationship	:	N.A.
(b)	Nature of contracts/arrangements/ transactions	:	N.A.
(c)	Duration of the contracts / arrangements/ transactions	:	N.A.
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any	:	N.A.
(e)	Justification for entering into such contracts or arrangements or transactions	:	N.A.
(f)	Date(s) of approval by the Board	:	N.A.
(g)	Amount paid as advances, if any	:	N.A.
(h)	Date on which the special resolution was passed in general meeting as required under first proviso to Section 188	:	N.A.

The Company has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length during financial year 2015-16.

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

PICL (India) Private Limited

(a)	Name(s) of the related party and nature of relationship	:	PICL (India) Private Limited (“PICL”). A Wholly Owned Subsidiary
(b)	Nature of contracts/arrangements/ transactions	:	All proposed transaction carried out as a part of Business requirement of both the Companies. The transaction will be carried out between the Companies till the business subsists, the Monetary value of the contracts or arrangement shall not exceed the amounts as approved by Board of Directors per annum. No Contract or Agreement has been executed/to be executed between the parties, except Motor Agreement dated 01.01.2012 executed between the Company and Amber. The transactions were carried out on the basis of Purchase Order.
(c)	Duration of the contracts / arrangements/ transactions	:	The transaction will be carried out between the Companies till the business subsists.
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any	:	The Company selling and purchasing the products, Assets to/from its Wholly owned subsidiary Company i.e. PICL (India) Private Limited at the same price as they are selling/purchasing to/from other customers in the market with necessary applicable tax and other commercial terms are same as they are giving and receiving from other customers in the market. Company has given its Plot No. 99 situated at Sector - 6 Faridabad owned by Company to its Wholly owned subsidiary Company i.e PICL on lease.
(e)	Date(s) of approval by the Board	:	14.05.2015
(f)	Amount paid as advances, if any	:	Nil

Acme Fabrications Private Limited

(a)	Name(s) of the related party and nature of relationship	:	Acme Fabrications Private Limited (Acme) Mr. KirpalSingh – Director of Amber and holding 4,56,800 Equity Shares same is comprising of 2.10% of the Paid Up Capital of company and he is also holding 2,83,600 Equity Shares comprising of 49.23% of Paid up capital of Acme and Mr. Harminder Singh and Mr. Pritam Singh both are Sons of Mr. Kirpal Singh and Directors in Acme and Mr. Harminder Singh is holding 2,92,500 Equity Shares comprising of 50.77% of paid up capital of Acme.
(b)	Nature of contracts/arrangements/ transactions	:	Company has taken premises of Acme on Lease on monthly rent of Rs. 2,41,750/-, including applicable service tax and Company has also executed lease deeds with Acme on 09.07.2012 and 05.08.2014 respectively.
(c)	Duration of the contracts / arrangements/ transactions	:	The transaction will be carried out between the Companies till the Company use premises of Acme.
(d)	Salient terms of the contracts or arrangements or transactions including the value, if any	:	Company has taken property of Acme on lease situated at C-2 & C- 11, Phase – II, Focal Point, Rajpura Town – 140401, Punjab and monthly rent and other terms & conditions are mentioned in Lease deed.
(e)	Date(s) of approval by the Board	:	16.06.2012
(f)	Amount paid as advances, if any	:	Nil

During the year under review, no material transactions, contracts or arrangements which were above the threshold limits mentioned under Rule 15 of the Companies (Meetings of Board & its Powers) Rules, 2014, were entered with the related parties by the Company. For details on related party transactions, members may refer to the note No. 33 to the standalone Financial Statements.

For and on behalf of Board of Directors
Amber Enterprises (India)Private Limited

Jasbir Singh Daljit Singh
Managing Director Director
Place : Gurgaon DIN:- 00259632 DIN:- 02023964
Date : 21.09.2016 20 – A, S.B.S Colony, Rajpura Town -140 401, Punjab 20A, Shaheed Bhagat Singh Colony, Rajpura Town -140 401, Punjab

During the year under review, no material transactions, contracts or arrangements which were above the threshold limits mentioned under Rule 15 of the Companies (Meetings of Board & its Powers) Rules, 2014, were entered with the related parties by the Company. For details on related party transactions, members may refer to the note No. 33 to the standalone Financial Statements.

For and on behalf of Board of Directors
Amber Enterprises (India)Private Limited

Jasbir Singh Daljit Singh
Managing Director Director
Place : Gurgaon DIN:- 00259632 DIN:- 02023964
Date : 21.09.2016 20 – A, S.B.S Colony, Rajpura Town -140 401, Punjab 20A, Shaheed Bhagat Singh Colony, Rajpura Town -140 401, Punjab

ANNEXURE - “D”

Form AOC - I
Pursuant to first proviso to Sub - Section (3) of Section 129 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 Rs.)

S. No.	Particulars		Details of Subsidiary
1.	Name of the subsidiary	:	PICL (India) Private Limited
2.	Reporting period for the subsidiary concerned, if different from the holding company’s reporting period	:	Form 1st April, 2015 to 31st March, 2016
3.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	:	Indian Rupees
4.	Share capital	:	Authorized Share Capital: Rs. 5,00,00,000/- Paid Up Share Capital: Rs. 3,64,21,000/-
5.	Reserves & Surplus	:	Rs. 25,04,49,871/-
6.	Total Assets	:	Rs. 1,07,55,78,178/-
7.	Total Liabilities	:	Rs. 1,07,55,78,178/-
8.	Investments	:	Nil
9.	Turnover	:	Rs. 1,33,42,44,507/-
10.	Profit before taxation	:	Rs. 6,79,07,332/-
11.	Provision for taxation	:	Rs. 2,43,85,404/-
12.	Profit after taxation	:	Rs. 4,17,53,423/-
13.	Proposed Dividend	:	Nil
14.	% of shareholding	:	Amber Enterprises India Private Limited jointly with Mr. Jasbir Singh holding 100% shareholding of PICL (India) Private Limited

Notes:

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

For and on behalf of Board of Directors
Amber Enterprises (India) Private Limited

Jasbir Singh Daljit Singh
Managing Director Director
Place : Gurgaon DIN:- 00259632 DIN:- 02023964
Date : 21.09.2016 20 – A, S.B.S Colony, Rajpura Town -140 401, Punjab 20A, Shaheed Bhagat Singh Colony, Rajpura Town -140 401, Punjab

Description of state of companies affair

Despite the challenging environment, we have delivered another year of strong performance with broad-based growth ahead of the market and sustained margin improvement. We remained focused on strengthening the core of our business through innovation, leading market development and continuous improvement of our executional capabilities. Our strategy is well on track as we delivered on our goals of consistent, competitive, profitable and responsible growth. On the standalone basis, revenue of your Company stood at Rs.9,78,07,46,420/- as against Rs.10,81,59,63,473/- during the previous year. The Profit Before Tax (PBT) was Rs. 25,88,35,703/- as against Rs.33,60,68,659/- in the previous year. Profit After Tax (PAT) for the year was Rs. 17,39,09,277/-over the PAT ofRs.24,02,08,395/- in previous year. In terms of the provisions of Section 129(3) of the Companies Act, 2013, the Company prepared Consolidated Financial Statements for theFinancial Year ended 31st March, 2016.On consolidated basis, revenue from operations (net)registered by the Company in the Financial Year 2015 – 16 ofRs. 10,89,02,59,300/- as against Rs.12,30,63,98,882/- during the previous year.The Profit Before Tax (PBT) was Rs. 32,13,30,832/- as against Rs. 42,11,01,557/- in the previous year. Profit After Tax (PAT) for the year was Rs. 21,02,50,497/- over the PAT of Rs. 29,00,86,596/- in previous year. The Management is taking the Low penetration level of Air Conditioners (AC) in household in India aspositive and big opportunity for the Company. The perception of people towards the category of this product has witnessed a normal shift over the years from a luxury product to becoming a necessity in hot humid weather conditions of India. With extremely low penetration, rising per capita income, hot and humid climatic conditions in most part of the country are boosting the sales of air conditioners. We continued to make good progress on our sustainability priorities to achieve the main object of the Company to become First Choice of Customer and to make the Company as No. 1 OEM & Parts Manufacturing Company of the world.It will be your Directors Endeavor to work in focused direction.

Details regarding energy conservation

(i) Steps taken / impact on conservation of energy; Company has taken appropriate measures for conservation of energy and saving of our Natural Resources. Further, your Company strongly believes in sustainable development. Company’s technical staff and engineers are adequately trained to identify energy-saving opportunities and consistent efforts to improve performances have resulted in considerable reduction in the use of energy and natural resources. Your Company has taken appropriate measures for environment protection by adopting green and clean technologies and designing pollution control infrastructure to achieve discharge and emissions within the statutory limits. Further Employees of the Company had also joined hands and fully cooperated for making successful of energy saving tasks of the Company. A few initiatives taken by your Company towards energy conservation during the year under review: ? Transparent FRP Roofing sheets for better lighting during day time for energy conservation; ? Increase of Solar Energy consumption in the Factories. Solar Street Lights has been installed by the Company at various units; ? Rain water harvesting continues to be a focused activity at our manufacturing plants, same has been implemented at Jhajjar and Dehradun Plant; ? Planned use of LED bulbs in shop floor and use of street lights; ? DC Motors used in the Machinery which consume very less quantity of Use of electrical equipment’s with high energy efficiency and low anti-environment emissions; ? electricity as compared to AC motors; ? Switch off utility machines during off times. ? Laid focus on water consumption at our manufacturing plants. Your company has taken few significant steps to reduce energy consumption to ensure lesser impact on the environment and by these little efforts, your Company is able to reduce electrical and fuel consumption, thereby savings in the cost of production of the goods. (ii) steps taken by the Company for utilizing alternate sources of energy including waste generated; ? Wind operated powerless ventilators for plant ventilation.

Details regarding technology absorption

(i) the efforts made towards technology absorption; Technology and innovation continue to be one of the key focus areas to drive growth besides ensuring sustainability and helping the Company take a leap in transformation. In addition to developing new products and technologies for existing businesses/ manufacturing facilities, the group is also working on building capabilities to develop breakthrough technologies that will create new business for the Company. Training is imparted to technical staff as an ongoing process. (ii) the benefits derived like product improvement, cost reduction, product development; The Company through continue technology absorption and innovation developed more energy efficient products which helped the Company to grow its volumes & strengthened the relationship with their respective customers. (iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: No technology has been imported during the last 3 years by the Company. (iv) the expenditure incurred on Research and Development Your Company has its own state of the art for Research & Development facility for developing various products. During the Financial Year under review your Company has developed wide range of products for various customers. The Company spend Rs. 17,00,27,840/- on Research and Development activities (including material, labour and directly identifiable overheards) in the Financial Year 2015 - 16. Highlights of the products and processes developed by your Company: ? Development of new models in Heat Exchangers varying from 1 Row to 2.5 Row, These parts have helped to add new range of indoor unit; ? Development of new models of 3 star & 5 star ODU Kit complying to new star rating to be used with wide array of customers; ? Developed new range of Air Conditioners, Indoor Units, new range of injection molding plastic parts and various kinds of multiflow condensers with new alloy and with higher efficiency for various customers; ? Developed Inverter AC (Split) in range 1.0 Ton, 1.5 Ton and 2.0 Ton; ? Developed models with new refrigeration R32 and R410. Benefits derived from above said Research and Development The research and development helped the Company to maintain its leadership in the OEM/ODM model of Room Air Conditioners (RAC) segments. It also helped your Company to broaden its Customers base and strengthen its relationship with current customers. It also strengthened the concentration mix amongst customers and different sectors of Component mix. The Company ensures that in future they will make continues efforts for making new innovations, research, design & development, survey for enhancing the growth and expansion.

Disclosures in director’s responsibility statement

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures; ii) 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 the that period; iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The Directors have prepared the annual accounts on a going concern basis; v) The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; - Not Applicable vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.