Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 (“SEBI (LODR) Regulations”) mandated framing of Dividend Distribution Policy (“The Policy”) by top 500 listed companies, based on market capitalization. Considering the provisions of the said Regulation 43A, the Board of Directors (the “Board”) of Amber Enterprises India Limited (“Company”) recognizes the need to strengthen the Corporate Governance in the Company by adopting the Dividend Distribution Policy.
The policy, in the interest of providing transparency to the shareholders, sets out the circumstances and different factors for consideration by the Board at the time of deciding on distribution or of retention of profits. In view of the said requirement, the Board of the Company recognizes the need to lay down a broad framework with regard to the distribution of dividend to its shareholders and utilization of the retained earnings. The Policy reflects the intent of the Company to reward its shareholders by distributing a portion of its profits after retaining sufficient funds for the business needs and growth of the Company.
The Company would ensure to strike the right balance between the quantum of the dividend paid and amount of profits retained in the business for various purposes. The Board will have regards to this policy while declaring/recommending dividends on the behalf of the Company. Through this policy, the Company would strive to maintain a c
For the purpose of this Policy, Dividend includes Interim Dividend.
onsistent approach to dividend pay-out plans.
The Board of the Company at its meeting held on 8 February 2019 had approved and adopted the Dividend Distribution Policy (the “Policy”), pursuant to the terms of Regulation 43A of the SEBI (LODR) Regulations read with SEBI (LODR) (Second Amendment), 2016.
The policy shall become effective from the date of its approval by the Board i.e. 8 February 2019.
The objective of the Dividend Distribution Policy of the Company is to define the various factors affecting the dividend decision, i.e.:
3.1 Operating Performance:
The Board shall determine the dividend pay-out in a particular year after taking into consideration the operating and financial performance of the Company, the advice of executive management (Chairman & Chief Executive Officer and Managing Director) and other relevant factors in this regard.
3.2 Operating cash flow of the Company:
In case of inadequacy in operating cash flow, the Company may need to rely on external funding to meet its financial obligations and other working capital needs. The Board will consider the same before its deciding on whether to declare dividend or retain its profits.
3.3 Inadequacy of profits:
If during any financial year, the Board determines that the profits of the Company are inadequate or in the event of loss, the Board may decide not to declare dividends for the financial year.
3.4 Statutory/ Regulatory requirements and tax considerations:
The Company shall observe the relevant statutory requirements including those with respect to mandatory transfer of a certain portion of profits to any specific reserve(s), as may be applicable to the Company at the time of taking decision with regard to dividend declaration or retention of profit.
Dividend distribution tax as per applicable tax regulations in India.
Any restriction on payment of dividends by virtue of any regulation, if any, as may be applicable to the Company at the time of declaration of dividend.
3.5 Operational and working capital requirements, provision for depreciation and capital expenditure plans:
In addition to the operational and working capital requirements, the Board may also take into account the need to plough back the earnings on account of depreciation, replacement of capital assets, expansion and modernization or augmentation of capital assets, including any major capital expenditure proposal(s) and inter-corporate investments.
3.6 Prudential requirements:
The Company may take into account the following prudential requirements:-
The need to augment long term financial resources for the Company.
Ability of the Company to raise finance from the lending markets and capital markets and prevailing market conditions thereto.
Prospective projects and strategic decisions in order decide to build a healthy reserve of retained earnings.
3.7 Stakeholder’s expectations:
The Board, while considering the decision of dividend pay-out or retention of a certain amount entire profits of the Company, shall, as far as possible, consider the expectations of the major stake holders including the small shareholders of the Company, who generally expect a regular dividend pay-out.
4.1. Circumstances under which the shareholders may or may not expect dividend:
The Shareholders of the Company may not expect Dividend under the following circumstances:
Significant expansion project requiring higher allocation of capital.
Any acquisitions or joint ventures requiring significant allocation of capital.
Utilisation of surplus cash for buy-back of securities.
4.2. Financial parameters that shall be considered while declaring dividend:
Profits earned during the year.
The need for ploughing back the profits into business.
Need for conservation of cash due to economic downturn and
Additional investments in subsidiaries/associates/Joint Ventures.
4.3. Internal and External factors to be considered while declaring dividend.
The decision regarding dividend pay-out is a crucial business decision as it determines the amount of profit to be distributed among the shareholders and amount of profit to be retained in business. The Board may decide to declare / recommend dividend, subject to several factors and hence, any optimal policy in this regard may depend upon multifarious factors.
The dividend pay-out decision depends upon the following external and internal factors:-
External Factors:
Prevailing economic and monetary conditions including credit availability, both domestic and international.
Internal Factors:
Restructuring events including mergers and acquisitions.
Loan covenants entered into with Bankers / Lenders/ Financial institutions.
Expansion of existing business.
Legal and regulatory requirements.
Any other relevant factors as may be deemed fit by the Board of the Company, including:
The Company may utilise the retained earnings for issue of fully paid bonus shares, buy back of shares, restructuring events including mergers and acquisitions, other general factors specified in this policy and for such other purposes as may be statutorily permissible.
It has always been the Company’s endeavour to deliver sustainable value to all its stakeholders. The Company will strive to distribute an optimal and appropriate level of the profits earned by it in its business, to the shareholders, in the form of dividend. The Company would maintain a dividend pay-out as may be determined by the Board from time to time, considering the general business factors and other significant parameters specified in this policy.
Determination and declaring dividend on preference shares, if any to be issued by the Company at a later date, as the same will be as per the terms of issue approved by the shareholders;
Distribution of dividend in kind, for instance by issue of fully or partly paid bonus shares or other securities, subject to applicable law;
Distribution of cash as an alternative to payment of dividend by way of buyback of equity shares.
In the event of any conflict between this Policy and the provisions contained in the SEBI (LODR) Regulations, the SEBI (LODR) Regulations shall prevail.
The Dividend Distribution Policy shall be disclosed in the Annual Report and on the website of the Company i.e.www.ambergroupindia.com.
This policy may be amended by the Board of the Company at any time either suo-moto and / or pursuant to amendments to the SEBI (LODR) Regulations or such other law, rules, regulations, standards, guidelines as applicable. If there is any amendment to the policy, this policy will be deemed to have been amended and such amendment will take effect from date of the approval of such amendment.
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9 LOCATIONS 23 FACTORIES
From a single factory in Rajpura, Punjab, in 1994, we have today grown to 23 manufacturing facilities across nine locations in India. Our manufacturing facilities have a high degree of backward integration and are strategically located.