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Dixon Technologies (India) Ltd.

BSE: 540699 Sector: Consumer
NSE: DIXON ISIN Code: INE935N01012
BSE 00:00 | 05 Jun 5014.45 -163.55
(-3.16%)
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5151.00

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5215.40

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NSE 00:00 | 05 Jun 5006.25 -174.30
(-3.36%)
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5170.00

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OPEN 5151.00
PREVIOUS CLOSE 5178.00
VOLUME 1494
52-Week high 5572.75
52-Week low 1830.90
P/E 61.74
Mkt Cap.(Rs cr) 5,802
Buy Price 5000.05
Buy Qty 9.00
Sell Price 5014.45
Sell Qty 2.00
OPEN 5151.00
CLOSE 5178.00
VOLUME 1494
52-Week high 5572.75
52-Week low 1830.90
P/E 61.74
Mkt Cap.(Rs cr) 5,802
Buy Price 5000.05
Buy Qty 9.00
Sell Price 5014.45
Sell Qty 2.00

Dixon Technologies (India) Ltd. (DIXON) - Director Report

Company director report

Dear Member(s)

Your Directors take immense pleasure in presenting the 26th Annual Report onthe business and operations of your Company along with the Audited Standalone &Consolidated Financial Statements for the year ended 31st March 2019. Theconsolidated performance of the Company and its Subsidiaries and Joint Ventures has beenreferred to wherever required.

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

The Company's financial results are as under:

(र. in Lakhs)

Standalone

Consolidated

Particulars

For the financial year ended

For the financial year ended

31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Revenue from Operations 252576.62 221585.37 298444.62 285339.14
Other Income 418.37 338.86 563.40 417.47
Total Income 252994.99 221924.23 299008.02 285756.61
Profit/Loss Before Depreciation Finance Costs 12845.36 10918.33 14050.10 11619.27
Exceptional items and Tax Expenses
Less: Depreciation/Amortisation/Impairment 2003.76 1434.62 2165.25 1518.24
Profit/Loss Before Finance Costs Exceptional items and Tax Expenses 10841.60 9483.71 11884.85 10101.03
Less: Financial Costs 2430.16 1250.95 2503.59 1277.87
Profit/Loss Before Exceptional items and Tax 8411.44 8232.76 9381.26 8823.16
Expenses
Add/(less): Exceptional items - - - -
Profit/Loss Before Tax 8411.44 8232.76 9381.26 8823.16
Less: Taxes (current & Deferred) 2774.02 2532.07 3045.45 2733.08
Profit/Loss for the year 5637.42 5700.69 6335.81 6090.08
Total Comprehensive Income/Loss 5629.77 5686.82 6329.10 6078.81
Balance of Profit/Loss for earlier years 18968.78 13268.09 20083.91 13993.83
Add: Profit during the year 5637.42 5700.69 6335.81 6090.08
Less: Transfer to Reserves - - - -
Less: Dividend paid on Equity Shares 226.50 - 226.50 -
Less: Dividend Distribution Tax 46.56 - 46.56 -
Balance carried forward 24333.14 18968.78 26146.66 20083.91

Overview and State of Company's Affairs

Indian economy continues to emerge as the fastest growing major economy in the worldfor the second time in a row despite a fall in the GDP growth rate. During 2018-19 thecountry's growth rate was hampered by various headwinds including decline in privateconsumption tepid increase in investments and muted exports. The growth of electronicsmanufacturers also witnessed slower growth rate due to depreciating rupee value andhardening commodity prices in the first half of the year in the domestic market.

Despite these challenges in the domestic market the performance of your Company in theyear under review remained robust in terms of growth and sustainability. Your Companycontinued to emphasis on scaling up of operations and increase its portfolio of customersacross all segments.

In line with our vision to emerge as the largest and the most cost-effective‘Complete Solution Provider' in Consumer Electronics Home Appliances LightingElectronics Mobile Phone sectors and security surveillance systems in the domestic andinternational market your Company has achieved 20% to 25% of the internal targetrequirement across all the verticals enabling us to strengthen our market share and givingus an edge over our competitoर. Moreover your company has successfully developedin-house capabilities to ensure backward integration in plastics moulding products sheetmetal products polymers wound components and LED TV Panel assembly. Also your companyhas been migrating towards developing own solutions and hence not confining themselves toan EMS company. In case of washing machines customers use the design of your Companywhereas in the television segment your Company is moving step by step towards creatingits in-house designs. This will be a key accelerator for product indigenization. For thegrowth of your Company we incurred CAPEX of RS.87.92 crore in FY 2018-19 as againstRS.75.83 crore in previous year across all our segments.

Also on 12th April 2019 your Company had acquired 100% equityshareholding of Padget Electronics Pvt Ltd. earlier a Joint Venture Company wherein yourCompany held 50% equity shareholding prior to said acquisition thereby making the saidCompany a Wholly owned subsidiary of your Company. Apart from the said acquisition therehas been no other acquisition merger expansion modernization and diversification duringthe year under review.

During the year under review the trademark "Dixon" got registered with theTrade Mark registry on 17th October 2018 under class 37. Apart from the saidregistration your Company has not developed acquired or assigned any materialIntellectual Property Rights during the year under review.

Further information on the Business overview and outlook and State of the affairs ofthe Company are discussed in detail in the Management Discussion & Analysis.

Appropriations

Dividend

The Directors are pleased to recommend a dividend of RS.2 per equity share of facevalue of RS.10/- each (@20%) payable to those shareholders whose name appears in theRegister of Members of your Company as on 24th July 2019. The payment ofDividend shall be subject to approval of shareholders at the ensuing Annual GeneralMeeting ("AGM") to be held on 31st July 2019.

An amount of RS.46.56 Lakhs would be paid as Dividend Distribution tax on the Dividend.

The Board of Directors of your Company had approved and adopted the DividendDistribution Policy containing all the necessary details as required as per SEBI (LODR)Regulations 2015 (hereinafter referred to as "SEBI Listing Regulations"). TheDividend shall be payable in accordance with the Dividend Distribution Policy which isavailable on the website of your Company at https://dixoninfo.com/dividend-distribution-policy/. There has been no change in the said policy during theyear. The said policy forms the part of the Annual report as Annexure-I.

The Register of Members and Share Transfer Books of your Company shall remain closedfrom 25th July 2019 to 31st July 2019 (both days inclusive) forthe purpose of payment of final dividend for the financial year ended 31stMarch 2019 and the ensuing Annual General Meeting. The Annual General Meeting isscheduled to be held on 31st July 2019.

Transfer to Reserves

The provisions of the Companies Act 2013 (hereinafter referred to as "theAct") do not mandate any transfer of profits to any Reserve. Your Company has neithertransferred nor proposes to transfer any amount to any reserves.

Share Capital Structure

There has been no change in the Authorised issued subscribed and paid up sharecapital of your Company during the year under review. Also there has been no re-classificationor sub-division of the Authorised share capital during the year under review.

Further during the period under review your Company has not bought back any of itssecurities / has not issued any sweat equity shares / has not issued any Bonus shares andthere has been no change in the voting rights of the shareholders.

Details of Employees Stock Options

Your Company has established share incentive scheme viz. Dixon Technologies (India)Limited-Employee Stock Option Plan 2018 ("Dixon ESOP 2018" or "Plan")pursuant to approval of members at the 25th Annual General Meeting of theCompany held on 25th July 2018. The Plan has been laid down in accordance withthe terms of Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014. A certificate from M/s S.N. Dhawan & Co. LLP Statutory Auditorsin this regard would be placed at the ensuing Annual General Meeting of the Company forinspection by the membeर. The Company has not changed its Employee Stock Option Planduring the year. Pursuant to the said Plan options to acquire shares could be granted toselected employees and Directors whether a whole time director or not but excludingIndependent Director(s) of your Company and its present and future subsidiaries in Indiaor outside India.

During the financial year stock options have been granted to the employees of yourCompany and its subsidiaries under Dixon ESOP 2018. Upon exercise of the options sogranted the paid-up equity share capital of the Company will increase in terms of thePlan. The details of stock options granted by the Company are set out in Annexure IIto this Report in compliance with the Regulation 14 of the SEBI (Share Based EmployeeBenefits) Regulations 2014.

Further details of options granted and exercised are included in the notes to accountsforming part of Standalone financial statements.

Credit Rating

The details of Credit Ratings as provided by ICRA Limited are as follows:

Type Date Facility Rating Remarks
20th September Fund Based and Long Term ICRA Credit rating for RS.294.50
2018 Non fund based A+ and Short term ICRA A1+ Crores (enhanced from H 148 Crores)
Bank Loan Facility
1st March 2019 Fund Based and Long Term ICRA Credit Rating for RS.444.50
Non fund based A+ and Short term ICRA A1+ Crores (enhanced from RS.294.50 Crores)
Commercial Paper 14st September 2018 Commercial Paper ICRA A1+

Investor Education and Protection Fund

During the year under review your Company was not required to transfer any funds toInvestor Education and Protection Funds (IEPF).

Deposits

During the year under review your Company has not accepted any deposits from thepublic under Section 73 and 76 of the Act and rules made thereunder and no amount ofprincipal or interest was outstanding as at the end of Financial Year 2018-19. There wereno unclaimed or unpaid deposits lying with your Company.

Change in the Nature of Business

Your Company did not commence any new business nor discontinued/sold or disposed of anyof its existing businesses and also did not hive off any segment or division during theyear. Also there has been no change in the nature of business carried on by yourCompany's subsidiaries during the year under review.

Consolidation of Financials

In compliance with provisions of Section 129 (3) of the Act read with Companies(Accounts) Rules 2014 your Company has prepared Consolidated Financial Statements as perthe Accounting Standards on Consolidated Financial Statements issued by the Institute ofChartered Accountants of India. The Audited Consolidated Financial Statements along withthe Auditors' Report thereon forms part of this Annual Report. Further a statementcontaining salient features of the financial statements of the subsidiary and JointVenture companies is disclosed separately and forms part of this Annual Report.

Subsidiaries Joint Ventures or Associate Companies

1. Dixon Global Pvt Ltd:

Dixon Global Pvt Ltd ("DGPL") is a 100% subsidiary of your Company and is amaterial subsidiary of your Company pursuant to Regulation 16 (1) (c) of the SEBI (ListingObligations and Disclosure Requirements ) Regulations 2015.

DGPL is authorised to carry on agency business in all its branches and to act as agentsfor Indian and Foreign principals to inter-alia sale purchase import and exportelectrical appliances and gadgets of all kinds.

DGPL reported a profit of RS.109.23 Lakhs in F.Y. 2018-19

(previous year: RS.53.56 Lakhs)

2. Padget Electronics Pvt Ltd

As on 31st March 2019 Padget Electronics Private Limited ("PEPL")was a Joint Venture of the Company. However after the close of financial year 2018-19your Company has vide Share Purchase Agreement dated 12th April 2019 acquiredremaining 50% shareholding of PEPL thus making it a Wholly Owned subsidiary of yourCompany.

Brief details with respect to the acquisition are as follows:

a. No. of shares held by your Company prior to acquisition: 7500000 b. No. of Shareacquired by your Company: 7500000 c. Total no. of shares held by your Company postacquisition: 15000000 d. Consideration Amount: RS.27 Crores

PEPL is engaged in the business of manufacturing selling exporting repairing ordealing in mobile phones of all kinds and related components parts spares devices andaccessories.

PEPL reported a profit of RS.967.70 Lakhs in FY 2018-19

(previous year: RS.790.18 Lakhs)

3. AIL Dixon Technologies Pvt. Ltd.

AIL Dixon Technologies Pvt Ltd. ("ADTPL") is a Joint Venture Companyof your Company.

ADTPL is principally engaged in the business of assembling manufacturing and sellingCCTV security cameras DVRs NVRs IP cameras cables power supply video door phonesbio metrics and allied products. ADTPL reported a Profit of RS.212.32 Lakhs in FY 2018-19

(previous year loss of (RS.116.08) Lakhs)

Report on performance and financial position of each of the subsidiary and jointventure companies included in the consolidated financial statement in Form AOC-1 whichforms part of the Financial Statements of your Company. In accordance with Section 136 ofthe Act the Audited Financial Statements including the Consolidated Financial Statementsand related information of your Company and audited accounts of subsidiaries are availableon the website of your Company at www.dixoninfo.com. These documents will also beavailable for inspection till the date of Annual General Meeting during business hours atthe registered office of the Company at Noida Uttar Pradesh India. None of the abovenamed Subsidiary and Joint venture Companies declared Dividend during the Financial Year2018-19.

Particulars of Loans Guarantees or Investments Made U/S 186 of The Act

Particulars of loans guarantees given and investments made during the year inaccordance with Section 186 of the Act forms part of the notes to the Financial statementprovided in this Annual Report. All the loans & guarantees are given and investmentsare made for the Business purpose.

Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is also available on the

Company's website at https://dixoninfo.com/related-party-transaction-rpt-policy/.

The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between your Company and Related Parties.

This Policy specifically deals with the review and approval of material related partytransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions.

During the Financial Year ended 31st March 2019 all the contracts orarrangements or transactions with Related Parties were in the ordinary course of businessand on an arm's length basis and were in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI Listing Regulations.

All related party transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained as per SEBIListing Regulations for the transactions which are foreseen and are repetitive in natureand / or entered in the ordinary course of business and / or at arm's length basis.

Further the Company has not entered into any contract or arrangement or transactionwith the Related Parties which could be considered material in accordance with the Policyof the Company on materiality of Related Party Transactions and as per the SEBI ListingRegulations or which are not in the ordinary course of business or which are not on anarm's length basis. In view of the above disclosure in Form AOC-2 is not applicable.

Material Changes and Commitments affecting the Financial Position of your Company andMaterial Changes between the Date of the Board Report and End of the Financial Year

There have been no Material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial year of your Company towhich the Financial Statements relate and the date of Board Report. After the closure offinancial year under review your Company has acquired remaining 50% equity shareholdingof PEPL effective 12th April 2019 thereby making PEPL a wholly ownedsubsidiary of your Company.

Future Outlook

Considering that your Company now holds 100% shareholding of Padget Electronics PrivateLimited the Group revenue is expected to rise in Fiscal year 2020.

Your Company's Board and management remain committed to maximising all the strategicopportunities while continuing to grow the company's base business. Also there arecertain key factors which must be addressed for the growth of electronic manufacturing inIndia are:

Lack of components manufacturing which has increased the import costs as well the delayin delivery of finished products. Need for endearing manpower equipped with variedskillsets which can be leveraged for high end manufacturing.

Adherence and thorough implementation of governmental policies is vital in the growthof electronics manufacturing. Various policy provisions such as flexible labour andsubsidized land and power tariffs will boost the manufacturing sector.

The scale of production has given your Company the operational leverage to make itcompetitive. The next factor which has contributed to the success of your Company is thebackward integration and this has been achieved by developing in – house capabilitieswhich were acquired over the period of time in plastics moulding products sheet metalproducts polymers wound components and LED TV Panel assembly . Also your Company ismigrating towards developing their own solutions and hence not confining themselves to anEMS company. Your Company has adhered to its B2B business model which has allowed it tohave long lasting relationship with its clients.

Corporate Governance

Your Company believes that executing strategy effectively and generating shareholdervalue over the long term requires high standards of corporate governance.

Throughout the year ended 31st March 2019 your Company has complied withall the provisions applicable on a listed entity including SEBI Listing Regulations and toa large extent the recommended best practices as well.

During the year under review your Company introduced "The Handbook ofDirectors" which is a field guide to your Director's duties responsibilities andliabilities. This handbook is an endeavour of your Company towards better governanceinitiated by Group Company Secretary and Compliance officer of the Company.

The Securities and Exchange Board of India ("SEBI") accepted some of therecommendations with or without modifications on 28th March 2018 of the KotakCommittee on Corporate Governance and consequently on 9th May 2018 the SEBIamended SEBI Listing Regulations. Your Company welcomes this progressive step of SEBI andhas already been in compliance with many of the recommendations made by the KotakCommittee as part of its Corporate Governance framework. Your Company shall ensure thatits governance framework incorporates the amendments introduced in the SEBI ListingRegulations and the same are complied with on or before the effective date.

Your Company is committed to the principles of ‘Accountability'‘Transparency' and ‘Trusteeship' in its dealing with stakeholdeर.Accordingly in its endeavor to take a balanced care of stakeholders your Company adheresto good Corporate Governance practices in its business. In terms of SEBI ListingRegulations a separate section on "Corporate Governance" with a compliancereport on corporate governance and a certificate from M/s. Shirin Bhatt & AssociatesCompany Secretaries Secretarial Auditors of the Company regarding compliance of theconditions of Corporate Governance has been provided in this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI Listing Regulations with the Stock Exchanges in India is presented in aseparate section forming part of this Annual Report.

Board of Directors Its Committees and Meetings thereof

The Board of Directors (the "Board") are responsible for and committed tosound principles of Corporate Governance in your Company.

The Board's focus is on the formulation of business strategy policy and control.Matters reserved for the Board are those affecting your Company's overall strategicpolicies finances and shareholdeर. These include but are not restricted todeliberation of business plans risk management internal control preliminaryannouncements of interim and final financial results dividend policy annual budgetsmajor corporate activities such as material acquisitions and disposals and connectedtransactions.

The Board has delegated part of its functions and duties to Executive committee andday-to-day operational responsibilities are specifically delegated to the management.

The Board plays a crucial role in overseeing how the Management serves the short andlong-term interests of Members and other stakeholdeर. This belief is reflected in ourgovernance practices under which we strive to maintain an effective informed andindependent Board. We keep our governance practices under continuous review and benchmarkourselves to best practices across the globe.

Your Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of Executive Non-Executive and Independent

Directors including one woman Director. The Board provides strategic guidance anddirection to your Company in achieving its business objectives and protecting the interestof the stakeholdeर. Your Board is also supported by six Committees viz. AuditCommittee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee Stakeholders' Relationship Committee Executive Committee of the Board andShare Allotment Committee.

During the year under review the designation of Dr. Ramesh Chandra Chopra (Dr. R. C.Chopra) was changed from Independent Director to Non- Executive and Non IndependentDirector as Dr. R. C. Chopra had been associated as an Independent Director of yourCompany since 14th July 2008 whose term of 10 years under Companies Act 2013to serve as an Independent Director expired on 13th July 2018.

Dr. R. C. Chopra was subsequently appointed as Additional director in the capacity ofNon-Executive and Non-Independent Director by the Board at the Board Meeting held on 26thMay 2018 which was effective from 14th July 2018 and his appointment wassubsequently regularized at the 25th Annual General Meeting of the Company heldon 25th July 2018. However Dr. R. C. Chopra resigned from the said positionvide his resignation letter dated 6th August 2018 as he can no longerserve as an Independent Director on the Board.

Your Company holds minimum of 4 (four) Board meetings in each calendar year with a gapof 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 propermanagement of the business operations of your Company.

The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectoर. The Board of Directors of your Company met 6 (six) times during theFinancial Year 2018-19 i.e. 4th May 2018 26th May 2018 6thAugust 2018 31st October 2018 30th January 2019 and 18thMarch 2019.

Details of attendance of Directors at Board Meetings of your Company held during theyear under review are as follows:

Name of the Director Category No. of meetings entitled to attend Leave of absence
Mr. Sunil Vachani Executive Chairman 6 Nil
Mr. Atul B. Lall Managing Director 6 Nil
*Dr. R. C Chopra Independent Director 1 2
Dr. Manuji Zarabi Independent Director 6 Nil
Ms. Poornima Shenoy Independent Director 5 1
Mr. Manoj Maheshwari Independent Director 6 Nil
#Mr. Keng Tsung Kuo Independent Director Not Applicable -

*Resigned w.e.f. 6th August 2018.

#appointed as Additional Director in the capacity of Non- Executive &Independent Director w.e.f 12th April 2019

The necessary quorum was present at all the meetings. The intervening gap between anytwo 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 ofmeetings held during Financial Year 2018-19 and attendance of the Directors at suchmeeting is provided in the "Corporate Governance Report".

Committees of the Board

Audit Committee

The Board had duly constituted Audit Committee which is in line with the provisions ofthe Act read with SEBI Listing Regulations.

Considering the change of designation of Dr. R C Chopra from Independent Director toNon- Executive and Non Independent Director the Board at its Meeting held on

26th May 2018 re-constituted the Audit Committee by appointing Ms.Poornima Shenoy in place of Dr. R. C. Chopra as member of the said Committee.

As on 31st March 2019 and as on date of this report the Committeecomprises of three members viz. Mr. Manoj Maheshwari (Chairperson) Ms. Poornima ShenoyDr. Manuji Zarabi. All the members of the Audit Committee are IndependentDirectoर.

All members of Audit Committee are financially literate. The Audit Committee met 6(six) times during the financial year 2018-19 on 4th May 2018 26thMay 2018 6th August 2018 31st October 2018 30thJanuary 2019 and 18th March 2019. During the year all the recommendationsmade by the Audit Committee were accepted by the Board.

The terms of reference and other details with respect to Audit Committee are enumeratedunder the "Corporate Governance Report" which forms part of this Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board at itsMeeting held on 20th September 2016. There was no change in the constitutionof the Nomination and Remuneration Committee of the Board during the year under review.

As on 31st March 2019 and as on the date of this Report the Committeecomprises of 1 (One) Executive Director viz. Mr. Sunil Vachani and 3 (Three) IndependentDirectors viz. Ms. Poornima Shenoy (Chairperson) Dr. Manuji Zarabi and Mr. ManojMaheshwari.

The Nomination and Remuneration Committee met 4 (four) times during the financial year2018-19 on 4th May 2018 26th May 2018 31st October2018 and 18th March 2019. During the year all the recommendations made by theNomination and Remuneration Committee were accepted by the Board. The terms of referenceand other details with respect to Nomination and Remuneration Committee is enumeratedunder the "Corporate Governance Report" which forms part of this Annual Report.

Corporate Social Responsibility Committee

The Board had constituted the Corporate Social Responsibility ("CSR")Committee as per provisions of Section 135 of the Act. This Committee looks after thefunctions as enumerated under the provisions of the said Section of the Act. Consideringthe change of designation of Dr. R. C. Chopra from Independent Director to Non-Executiveand Non-Independent Director the Board at its Meeting held on 26th May 2018re-constituted the CSR Committee by appointing Dr. Manuji Zarabi in place of Dr. R. C.Chopra as member of the said Committee.

As on 31st March 2019 and as on date of this Report the Committeecomprises of two Executive Directors viz. Mr. Sunil Vachani (Chairperson) and Mr. Atul BLall and one Independent Director viz. Dr. Manuji Zarabi. During the year all therecommendations made by the CSR Committee were accepted by the Board.

The CSR Committee met 4 (four) times during the financial year 2018-19 on 26thMay 2018 6th August 2018 31st October 2018 30thJanuary 2019.

The terms of reference and other details with respect to CSR Committee is enumeratedunder the "Corporate Governance Report" which forms part of this Annual Report.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee was constituted by the Board at its Meetingheld on 6th March 2017.

During the year under review there has been no change in the constitution of the saidStakeholders' Relationship Committee.

As on 31st March 2019 and as on the date of this Report the Committeecomprises of two Executive Directors viz. Mr. Sunil Vachani and Mr. Atul B Lall and oneIndependent Director viz. Dr. Manuji Zarabi (Chairperson).

The Stakeholders Relationship Committee met 4 (four) times during the financial year2018-19 viz. on 26th May 2018 6th August 2018 31stOctober 2018 and 30th January 2019. During the year all the recommendationsmade by the Stakeholders' Relationship Committee were accepted by the Board.

The terms of reference and other details with respect to Stakeholders RelationshipCommittee is enumerated under the "Corporate Governance Report" which forms partof this Annual Report.

Risk Management Committee

The Provisions of Regulation 21 of SEBI Listing Regulation became applicable on yourCompany w.e.f. 1st April 2019

The Board of Directors had constituted Risk Management Committee at its Meeting held on24th May 2019 to identify elements of Risk in different areas of operationsand to develop plans to mitigate the risks.

The Risk Management Committee of your Company comprises of Mr. Atul B. Lall ManagingDirector of the Company who is the Chairman of the said Committee Mr. ManojMaheshwari - Independent Director and Mr. Keng Tsung Kuo - Independent Director as membersof the said Committee. The Group Company Secretary & Compliance Officer acts as theSecretary to the Committee.

The role of Risk Management Committee includes the implementation of Risk ManagementSystems and framework review of the Company's financial and risk management policiesassessment of risk and procedures to minimise the same.

The terms of reference and other details with respect to Risk Management Committee areenumerated under the "Corporate Governance Report" which forms part of thisAnnual Report.

Executive Committee

Your Board has constituted the Executive Committee which undertakes matters related today to day affairs of your Company. As on 31st March 2019 and as on the dateof this Report the Committee comprises of two Executive Directors viz. Mr. Sunil Vachaniand Mr. Atul B Lall as members of this Committee and the Group Company Secretary &Compliance Officer acts as the Secretary to the Committee.

Share Allotment Committee

Your Board had constituted the Share Allotment Committee during the period underreview. The said Committee is authorized to recommend allotment of equity shares in oneor more tranches pursuant to exercise of the options in accordance with the DIXON ESOP2018. The Share Allotment Committee comprises of two Executive Directors viz. Mr. SunilVachani and Mr. Atul B Lall.

Vigil Mechanism

Your Company has adopted "Whistle Blower Policy" which provides a vigilmechanism for dealing with instances of fraud mismanagement unethical behavior actualor suspected or violation of the Company's code of conduct.

This Policy is your Company's statement of values and represents the standard ofconduct which all employees are expected to observe in their business endeavouर. ThePolicy reflects your Company's commitment to principles of integrity transparency andfairness.

Your Company hereby affirms that no Director/employee have been denied access to theChairman of the Audit Committee. There was no complaint received through the saidmechanism during the FY 2018-19.

This Policy is overseen by the Audit Committee. Through the said Policy Directors andemployees can report concerns of unethical behavior actual or suspected fraud orviolation of your Company's ‘Code of Conduct'. The said Policy provides adequatesafeguards to the Whistle Blower against victimization. The Whistle Blower Policy has alsobeen uploaded on the website of the Company at www. dixoninfo.com.

Also in accordance with the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 ("SEBI PIT Regulations") as amended fromtime to time the Board of Directors of your Company has adopted the revised InsiderTrading Policy of the Company. All the Promoters Directors Employees of the Company andits material subsidiaries who are Designated Persons and their Immediate Relatives andother Connected Persons such as auditors consultants bankers etc. who could haveaccess to the unpublished price sensitive information of the Company are governed underthe Insider Trading Policy of the Company. The revised Insider Trading Policy of yourCompany is available at https:// dixoninfo.com/insider-trading-policy/.

Risk Management

Your Company has a risk management policy which covers five aspects: Strategic risksOperational Risks Compliance

Risks Financial and Reporting risks. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the top 500 listed entities determined on the basis of marketcapitalisation as at the end of the immediate previous financial year are required toconstitute Risk Management Committee. In line with the said amendment Regulations yourCompany has set up a Risk Management Committee to monitor the risks and their mitigatingactions.

Risk Management is also an integral part of your Company's business strategy. BusinessRisk Evaluation and Management is an ongoing process within the Organization. Your Companyhas adopted a Risk Management Policy. The same is available on the website of the Companyand can be accessed at : https://dixoninfo.com/risk-management-policy/.

In the opinion of the Board there are no risks that may threaten the existence of yourCompany.

Adequacy of Internal Controls and Compliance with Laws

The Directors have the overall responsibility for internal control including riskmanagement and set appropriate policies having regard to the objectives of your Company.The Board through the Audit Committee reviewed the overall effectiveness of yourCompany's system of internal control over financial operational and compliance issuesrisk management process information systems security and effectiveness of financialreporting and compliance with the Rules and Regulations applicable on your Company.

Your Company's internal control system aims at safeguarding assets from inappropriateuse maintaining proper accounts and ensuring compliance with regulations. The managementis primarily responsible for the implementation and maintenance of the internal controlsystem. The system is designed to provide reasonable but not absolute assurance againstmisstatement or loss and to manage risks of failure in the operation of your Company. Inorder to supplement the Internal Control process your Company has engaged the services ofM/s Singhi & Co. Chartered Accountants to function as Internal Auditoर.

Also the Corporate Affairs Department ensures that your Company conducts itsbusinesses with high standards of compliance in legal statutory and regulatory areas.Your Company has instituted an online legal Compliance Management System in conformitywith the best Industry standards which gives the compliance status on real time basis.

Also the Audit Committee of the Board which is required to assess the adequacy andcompliance of Internal Control process provide their observation suggestions andrecommendations and seek Action taken Reports from Management of the Company. The saidCommittee regularly at its meeting reviews the status of such Action taken reports.

The Internal Auditors of your Company has direct access to the Audit Committee of theBoard. Furthermore the Internal Auditors are also responsible for following up thecorrective actions to ensure that satisfactory controls are maintained.

Significant and Material Orders Passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status and Company's Operations in Future

During the year under review there has been no such Significant and Material Orderspassed by the Regulators or courts or tribunals impacting the going concern status andyour Company's operations in future.

Also there had been no application filed for Corporate insolvency resolution processunder "The Insolvency and Bankruptcy Code 2016" by a Financial or operationalcreditor or by your Company itself during the period under review.

Annual Return

In accordance with Section 92 and 134 of the Act read with Rules prescribed thereunderan extract of the annual return for the FY 2018-19 in Form MGT-9 is annexed herewith as

ANNEXURE-III

Also the Annual Return of your Company for the FY 2018-19 shall be placed on thewebsite at www.dixoninfo.com.

Directors and Key Managerial Personnel who were Appointed or Have Resigned During theYear

Directors

A. Resignation of Dr. R C Chopra

During the year under review the designation of Dr. R.C. Chopra was changed fromIndependent Director to Non- Executive and Non Independent Director as he had beenassociated as an Independent Director of your Company since 14th July 2008whose term of 10 years under the Act to serve as an Independent Director expired on 13thJuly 2018.

Dr. R.C. Chopra was subsequently appointed as Additional Director in the capacity ofNon-Executive and Non-Independent Director by the Board at the Board

Meeting held on 26th May 2018 which was effective 14th July2018 and his appointment was subsequently regularized at the 25th AnnualGeneral Meeting of the Company held on 25th July 2018. However Dr. R.C.Chopra resigned from the said position vide his resignation letter dated 6thAugust 2018.

The Board wishes to place on record its deep gratitude and sincere appreciation for thevaluable services rendered by Dr. R.C. Chopra and guidance extended by him during histenure as Director of your Company.

B. Appointment of Mr. Keng Tsung Kuo

Pursuant to revised Regulation 17 (1) (c) of SEBI Listing Regulations amended vide SEBI(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 the Boardof Directors of top 1000 listed entities determined on the basis of Market Capitalisationas at the end of the immediate previous financial year shall comprise of not less than sixDirectoर. Therefore in line with the said revised Regulation 17 (1) (c) of the SEBIListing Regulations your Company had appointed Mr. Keng Tsung Kuo as Additional Directorin the capacity of "Non- executive and Independent Director". He is proposed tobe appointed as Independent Director at the ensuing Annual General Meeting.

Mr. Keng Tsung Kuo has vast experience in Business & Selling Strategy HumanResource & Globalization Strategy Change Management and Leadership. He has thecapability to critically analyse each of the Business segments and bring in more value tothe organization as a whole.

C. Re-appointment of Mr. Manoj Maheshwari Dr Manuji Zarabi and Ms. Poornima Shenoy asIndependent Director for second term

As per Section 149(10) of the Act an Independent Director shall hold office for a termof upto five consecutive years on the Board of a Company but shall be eligible forre-appointment for another term of upto five consecutive years by passing a specialresolution at the General Meeting.

Your Company's Board had appointed Mr. Manoj Maheshwari as Non- Executive andIndependent Director on the Board w.e.f 3rd May 2017 and had appointed Dr.Manuji Zarabi & Ms. Poornima Shenoy as Non- Executive and Independent Directors on theBoard w.e.f 23rd February 2017 for a period of three yeaर. Accordinglythe term of Mr. Manoj Maheshwari is due for expiry on 2nd May 2020 and that ofDr. Manuji Zarabi & Ms. Poornima Shenoy is due for expiry on 22nd February2020.

Considering the growth which your Company has witnessed under the guidance of theseNon- Executive and Independent Directors and the valuable support which these directorshave provided to your Company it is prudent to re-appoint these directors for anotherconsecutive term of five yeaर. Therefore it is proposed to re-appoint the saidDirectors subject to approval of the members at the ensuing Annual General Meeting asNon- Executive and Independent Directors for a second term so as to enable the aforesaidIndependent Directors to effectively and efficiently participate as Independent Directorson or after the expiry of their respective term.

Also the performance evaluation of Mr. Manoj Maheshwari Dr. Manuji Zarabi and Ms.Poornima Shenoy was conducted by the entire Board of your Company (excluding the Directorbeing evaluated) on the basis of criteria such as attendance in the Board MeetingsCommittee meetings in which he/she is either a member or Chairman involvement indiscussions being held at the Meeting maintenance of level of Transparency AnalyticalCapabilities Leadership Ethics and exercising of Independent approach in thediscussions.

Key Managerial Personnel ("KMPs")

Pursuant to the provisions of Section 203 of the Act as on 31st March 2019Mr. Sunil Vachani Executive Chairman Mr. Atul B Lall Managing Director Mr.SaurabhGupta Chief Financial Officer and Mr. Ashish Kumar Group Company Secretary andCompliance Officer are the KMPs of your Company.

Your Company had appointed Mr. Saurabh Gupta as a Chief Financial Officer of theCompany effective 4th May 2018 in place of Mr. Gopal Jagwan. Mr. Saurabh Guptahas been considered as Key Managerial Personnel effective the same date.

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 (other than Independent Directors) shall beliable to retire by rotation. Accordingly pursuant to the Act read with Articles ofAssociation of your Company Mr. Sunil Vachani (DIN: 00025431) is liable to retire byrotation and being eligible offers himself for re-appointment.

Declaration of Independent Directors of the Company

As on date of this report the Board comprises of 6 (six) Directoर. Thecomposition includes 4 (four) Independent Directors which includes 1 (one) AdditionalDirector who has been appointed in the capacity of Non-Executive and Independent Directoreffective 12th April 2019. The said Additional Director is proposed to beappointed at ensuing Annual General Meeting. All the Independent Directors are appointedon the Board of your Company in compliance with the applicable provisions of the Act andSEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirmingthat they meet/continue to meet as the case may be the criteria of Independence undersub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI ListingRegulations.

Also the Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV of the Act and have confirmed that they are in compliance withthe Code of Conduct for Directors and Senior Management personnel formulated by theCompany.

Familiarization Programme for the Independent Directors

In compliance with the requirements of the SEBI Listing Regulations your Company hasput in place a familiarization programme for the Independent Directors to familiarize themwith their roles rights and responsibility as Directors working of the Company natureof the industry in which the Company operates business model etc. The details of thefamiliarization programme are explained in the Corporate Governance Report. The same isalso available on the website of the Company and can be accessed at web linkhttps://dixoninfo.com/code-for-independent-director-and-familiarization-programme/.

Board and Director's Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations Annualevaluation of the Board its Committees and individual directors has been carried out onthe basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board ofIndia ("SEBI").

To facilitate the evaluation process Board and its Committee's self-evaluationquestionnaires were circulated to the Board members and respective Committee members andan online link was also provided to the Board members and respective Committee memberswherein an option was provided to the Board and committee members to fill in the saidquestionnaires online.

Basis the results of the aforesaid questionnaire and feedback received from theDirectors and respective Committee members the performance evaluation of the IndependentDirectors were carried out by the entire Board excluding the Director being evaluated. Theperformance evaluation of the

Executive Chairman and Managing Director was carried out by the IndependentDirectoर. The directors have expressed their satisfaction with the evaluationprocess.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting ofIndependent Directors was held during the year i.e. on 18th March 2019without the attendance of non-independent Directors and members of Management.

In addition your Company encourages regular meetings of its independent directors toupdate them on Strategies of the Company. At such meetings the Head of the Departments ofthe Company make presentations with respect to the Business Vertical which they areheading. Such Meeting was conducted on 4th May 2019.

Auditors & Auditors' Report

Statutory Auditors

M/s S. N. Dhawan & Co LLP (Firm registration number: 000050N/N500045) wereappointed as Statutory Auditors of your Company at the Annual General Meeting held on 25thJuly 2018 for a term of five consecutive years.

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 hasbeen no qualification reservation adverse remark or disclaimer given by the Auditors intheir Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of your Companyat its meeting held on 14th November 2017 has appointed M/s Shirin Bhatt &Associates Practicing Company Secretaries to undertake the Secretarial Audit of theCompany for the Financial Year 2018-19.

The Secretarial Audit Report is annexed herewith as

Annexure – IV.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Cost Audit & Cost Auditors

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit)Rules 2014 your Company is required to maintain cost accounting records and get themaudited every year from Cost Auditor and accordingly such accounts and records are madeand maintained by your Company.

The Board of Directors appointed M/s A.N. Satija & Co. Cost Accountants Delhi(Regn. No. 100267) as Cost Auditors to audit the cost accounts of your Company for theFinancial Year 2018-19. The Cost Audit Report for the FY 2018-19 will be filed with theMinistry of Corporate Affairs.

Internal Auditors

M/s Singhi & Co. Chartered Accountants (FRN No- 302049E) were appointed asInternal Auditors of the Company at the Board Meeting held on 6th August 2018.

M/s Singhi & Co. Chartered Accountants perform the duties of internal auditors ofyour Company and their report is reviewed by the Audit Committee.

Corporate Social Responsibility (CSR)

Your Company has been constantly working towards promoting equity including andempowering the under-represented and underserved communities. Your Company invests in theareas of education inclusion and livelihood through non-profits and social enterprises.Your Company's constant endeavour has been to support initiatives in the chosen focusareas of CSR including certain unique initiatives. It has attempted to look into thesolutions to disrupt the status quo and bring in fresh thinking to the existing problemsof exclusion deprivation and poverty.

Your Company has a duly constituted CSR Committee which is responsible for fulfillingthe CSR objectives of your Company. The composition of CSR committee is as statedelsewhere in this report.

The Board of Directors have adopted a CSR policy which is in line with the provisionsof the Act. The CSR Policy of your Company lays down the philosophy and approach of yourCompany towards its CSR commitment. The policy can be accessed at the following Link:https://dixoninfo.com/ corporate-social-responsibility/

The CSR policy inter-alia deals with the objectives of your Company's CSRinitiatives its guiding principles thrust areas responsibilities of the CSR Committeeimplementation plan and reporting framework. The thrust areas of your Company's CSRactivities and some of the key initiatives taken by your Company during the year underreview are as under:

a. eradicating hunger poverty and malnutrition promoting health care includingpreventive health care and sanitation and making available safe drinking water includingcontribution to the Swachh Bharat Kosh;

b. promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differently able and livelihoodenhancement projects; c. promoting gender equality empowering women setting up homes andhostels for women and orphans; setting up old age homes day care centres and such otherfacilities for senior citizens and measures for reducing inequalities faced by sociallyand economically backward groups.

Annual Report on Corporate Social Responsibility Activities of your Company is enclosedas Annexure – V and forms a part of this report.

Business Responsibility Report

Your Company's business responsibility ingrains the spectrum of nine principles ofNational Voluntary Guidelines issued by the Ministry of Corporate Affairs Government ofIndia along with their key elements. This is enabled by a suite of frameworksgovernance social objectives policies code of conduct and management systems integratedwith the business process. Your Company reported its performance for the financial yearended 31st March 2019 as per the BRR framework describing initiatives takenfrom an environmental social and governance perspective.

In terms of SEBI Listing Regulations a separate section on "BusinessResponsibility Report" forms part of this Annual Report and is given in Annexure-VI.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are set out in Annexure-VII.

Green Initiative

Your Company has implemented the "Green Initiative" to enable electronicdelivery of notice/documents/ annual reports to shareholdeर. Electronic copies of theAnnual Report for the F.Y. 2018-2019 and notice of the 26th Annual GeneralMeeting are sent to all members whose e-mail addresses are registered with theCompany/Depository Participant(s) as on the record date decided by the Board of yourCompany i.e. 28th June 2019. For members who have not registered their e-mailaddresses physical copies of the Annual Report for the F.Y. 2018-2019 and the Notice ofthe 26th Annual General Meeting will be sent in permitted mode. Membersrequiring a physical copy of the Annual Report may send a request to the Group CompanySecretary and Compliance Officer at investorrelations@dixoninfo.com.

Your Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice of 26th AnnualGeneral

Meeting beginning 28th July 2019 from 9:00 a.m. to 30th July2019 till 5:00 p.m. This is pursuant to section 108 of the Act read with relevant rulesthereunder. The instructions for e-voting are provided in the Notice of the Annual GeneralMeeting. In furtherance of the aforesaid principle of "Green Initiative" yourCompany has decided to forego the practice of printing financial statements of itssubsidiary as part of the Company's Annual Report with a view to help the environment byreducing paper consumption. However the audited financial statements of thesubsidiary(ies) alongwith Auditors' Report thereon are available on our website www.dixoninfo.com . These documents will also be available for inspection during businesshours on all working days at our registered office at B-14 & 15 Phase-IINoida-201305.

Human Resources

Your Company aims to provide a supportive pleasant and healthy workplace for ouremployees and to foster a caring community in our working environment. Your Company caresfor its employees and recognises that having good staff relations and a motivatedworkforce play a vital role in the Company's efficient operations.

Your Company continues to build on its capabilities in getting the right talent tosupport different products and geographies and is taking effective steps to retain thetalent. It has built an open transparent and meritocratic culture to nurture this asset.

Your Company has an excellent record on industrial relations. Your Company recognizespeople as its most valuable asset. Your Company's Human Resource is commensurate with thesize nature and operations of your Company. As on 31st March 2019 yourCompany has 894 permanent employees and 5713 contractual employees / staff.

During the year under review the Human Resource department undertook many newinitiatives for employee engagements. Programmes like Yoga Sessions eye checkup healthcheck-ups were organised for benefit of the employees. Also a well-structured inductionprocess was introduced which is an initiative towards learning and development and it hasalso helped in integrating and familiarising the newly recruited manpower.

During the year under review your Company had organised "Dixon CricketLeague" on 16th February 2019. The said League was a huge hit amongst theemployees.

Your Company's grievance redressal mechanisms ensure that all employees can raiseissues and concerns. The Whistle Blower Policy provides for reporting of issues like childlabour forced labour etc. The Company has established a vigil mechanism for Directors andemployees to report their genuine concerns details of which have been given elsewhere inthis Report. During the year there have been no complaints alleging child labour forcedlabour involuntary labour and discriminatory employment.

Company's Industrial Relations continued to be harmonious during the period underreview.

Particulars of Employees and Remuneration

The ratio of the remuneration of each of the Whole time Director Managing Director tothe median of employees remuneration as per section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this report provided in Annexure VIII (refer to table 1 of AnnexureVIII). Additionally the following details form part of the Annexure VIII tothis Report:

Ratio of Remuneration to Non- Executive / Independent Directors ( refer table 2)

Percentage increase in the remuneration of the CFO and Company Secretary (refer table3)

Details of remuneration to Non-Executive /Independent Directors (refer table 4)

Statement containing the names of top 10 employees in terms of remuneration drawn (refer table 5)

Details of employees employed throughout the Financial Year and in receipt ofremuneration of not less than RS.1.02 Crore or more per annum ( refer table 6 )

Details of employees employed for part of the Financial Year and in receipt ofremuneration of not less than RS.8.5 Lakhs per month ( refer table 7 )

Details of employees employed throughout the financial year or part thereof and was inreceipt of remuneration in aggregate or as the case may be at a rate which in theaggregate is in excess of that is drawn by the Managing Director or Whole Time Directorand holds by himself or along with his spouse and dependent children not less than twopercent of the equity shares of the Company ( refer table 8 );

Details of the employees posted outside India not being the Director or theirrelatives drawing Remuneration of more than RS.60 Lakhs per annum or RS.5 Lakhs per month(Refer Table 9)

The percentage increase in the median remuneration of the employees in the FinancialYear 2018-19 was 10.2%. Also the average percentile increase in the salaries of employeesother than the managerial personnel is 15% as compared to 13.10% increase in theManagerial remuneration. The increment to each individual employee is based on theEmployee's potential experience and also their performance and contribution to theCompany's progress over a period of time. The remuneration is as per the RemunerationPolicy of the Company.

Director's Appointment and Remuneration Policy

Your Company's policy on directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Act as is adopted by theBoard.

Your Company has adopted a comprehensive policy on nomination and remuneration ofDirectors and Key Managerial Personnel on the Board. As per such policy candidatesproposed to be appointed as Directors and Key Managerial Personnel on the Board shall befirst reviewed by the Nomination and Remuneration Committee in its duly convened Meeting.The policy can be accessed at the following Link:http://www.dixoninfo.com/nomination-and-remuneration-policy/

Disclosures Under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 Read With Rules

Your Company has always believed in providing a safe and harassment free workplace forevery women employee working with your Company. Your Company always endeavours to createand provide an environment that is free from discrimination and harassment includingsexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and thereforehas in place a policy on prevention of sexual harassment at workplace. The said policy isin line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. Your Company has complied with the provisions relating to the constitution ofthe Internal Complaints Committee (ICC) and the same has been duly constituted incompliance with the Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal)Act 2013. The said Committee is responsible for redressal of complaints relatedto sexual harassment and follows the guidelines provided in the policy.

The Company had received one compliant of sexual harassment at workplace during theyear under review. The same was investigated and disposed as per the provisions of theaforesaid Act. There are no pending complaints as at the end of the Financial Year.

Reporting of Fraud By auditors

There have been no instances of fraud reported by the Statutory Auditors or InternalAuditors under Section 143(12) of the Act and Rules framed thereunder either to the AuditCommittee the Board of Directors or to the Central Government.

Disclosure in Respect of Voting Rights not Excercised Directly By Employees

No disclosure is required under Section 67(3) (c) of the Act in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable.

Changes in Memorandum of Association

There were no changes made in the Memorandum and Articles of Association during theperiod under review.

Explanation for Deviation(S)/Variation(S) in Use of Proceeds from Objects Stated inOffer Document

Pursuant to Regulation 32 of SEBI Listing Regulations your Directors confirm thatthere has been no deviation(s) / variation(s) in the use of proceeds from the Objectsstated in the Prospectus dated 11th September 2017. The Statement ofutilization of Initial Public Offer proceeds forms parts of the Financial Statements forthe year ended 31st March 2019.

Compliance of Applicable Secretarial Standard

During the financial year under review your Company has duly complied with all theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Directors Responsibility Statement

In terms of Section 134(5) of the Act your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31stMarch 2019 on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Key Financial Ratios

The Key financial ratios for the financial year ended 31st March2019 is a part of the Management Discussion and Analysis Report which forms the part ofthe Annual Report.

Acknowledgment

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation receivedfromthefinancialinstitutionsbanksGovernmentauthorities customers vendors and membersduring the year under review. The Boards of Directors also wish to place on record itsdeep sense of appreciation for the committed services by the Company's executives staffand workers.

By the order of the Board
For Dixon Technologies (India) Limited
Sd/-
Sunil Vachani
Place: NOIDA (Executive Chairman)
Date:24th May 2019 DIN:00025431