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Dixon Technologies (India) Ltd.

BSE: 540699 Sector: Consumer
NSE: DIXON ISIN Code: INE935N01020
BSE 00:00 | 29 Jun 3640.95 -26.15
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NSE 00:00 | 29 Jun 3650.90 -13.80
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OPEN 3640.00
PREVIOUS CLOSE 3667.10
VOLUME 19772
52-Week high 6240.00
52-Week low 3185.05
P/E 143.12
Mkt Cap.(Rs cr) 21,609
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3640.00
CLOSE 3667.10
VOLUME 19772
52-Week high 6240.00
52-Week low 3185.05
P/E 143.12
Mkt Cap.(Rs cr) 21,609
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Member(s)

Your Directors take immense pleasure in presenting the 27thAnnual Report on the business and operations of your Company along with the AuditedStandalone & Consolidated Financial Statements for the year ended 31stMarch 2020. The consolidated performance of the Company its Subsidiaries and JointVentures have been referred to wherever required.

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

The Company's financial results are as under:

(Rs in Lakhs)

Standalone

Consolidated

Particulars

For the financial year ended

For the financial year ended

31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19
Revenue from Operations 367149.94 252576.62 440011.74 298442.62
Other Income 919.74 418.37 519.80 563.40
Total Income 368069.68 252994.99 440531.54 299008.02
Profit/Loss Before Depreciation Finance Costs Exceptional items and Tax Expenses 20928.76 12845.36 22826.07 14050.10
Less: Depreciation/Amortisation/Impairment 3178.30 2003.76 3652.52 2165.25
Profit/Loss Before Finance Costs Exceptional items and Tax Expenses 17750.46 10841.60 19173.55 11884.85
Less: Financial Costs 3509.92 2430.16 3496.72 2503.59
Profit/Loss Before Exceptional items and Tax Expenses 14240.54 8411.44 15676.83 9381.26
Add/(less): Exceptional items - - - -
Profit/Loss Before Tax 14240.54 8411.44 15676.83 9381.26
Less: Taxes (current & Deferred) 3180.08 2774.02 3626.82 3045.45
Profit/Loss for the year 11060.46 5637.42 12050.01 6335.81
Total Comprehensive Income/Loss 11010.87 5629.77 12004.67 6329.10
Balance of Profit/Loss for earlier years 24333.14 18968.78 26146.66 20083.91
Add: Profit during the year 11060.46 5637.42 12050.01 6335.81
Less: Dividend paid on Equity Shares 689.31 226.50 689.31 226.50
Less: Dividend Distribution Tax 49.19 46.56 141.69 46.56
Balance carried forward 34655.10 24333.14 37365.67 26146.66

Overview and State of Company's Affairs

India's GDP growth rate is estimated to be 5% and Gross Value Added(GVA) is estimated to be 4.9% in FY 2019-20. The softening of growth in comparison to theprevious year was on account of multiple headwinds such as slowdown in private finalconsumption expenditure and gross fixed capital formation. The Indian economy was goingthrough a cyclical slowdown during most part of FY 2019-20 and was expected to revive inthe next fiscal with the GDP growth expected to toucRs 6% on FY 202021. However onaccount of the restrictions imposed to curb the outbreak of COVID-19 in the countrystarting Marchs 2020 a significant disruption is expected across multiple sectors whichcould negatively impact the outlook. Although the government has announced measures tomitigate the crisis the quantum and duration of impact on the Indian economy is yet to berealized.

Despite these challenges in the domestic market the performance ofyour Company during the year under review remained robust in terms of growth andsustainability. Your Company continued to emphasize on scaling up of operations andincrease its portfolio of customers across all segments. Although there were majorobstacles in the production and supply chain due to the ensuing lockdowns after theCOVID-19 outbreak your Company's operations were not affected significantly. Thefacilities continued to operate from mid May and we followed stringent safety proceduresto ensure the well-being of our employees. We followed strict social distancing measuresat our offices and factories and encouraged employees to abide by health and sanitizationprotocols mandated by the government.

Your Company has been constantly working towards accomplishing itsvision of being the most preferred & trusted manufacturing & solution partner tobrands operating across verticals. During the year under review we acquired new customersand increased the scope of work with the existing customers across almost all verticals.This has enabled us to strengthen our market share and giving us an edge over ourcompetitors. Moreover your Company's strong balance sheet and liquidity position hasenabled us to capitalize on growing market opportunities across all verticals. With theadvent of technologies your Company has adopted state- of-the-art technologies toincrease its process efficiency. Also your Company has been constantly migrating towardsdeveloping own solutions and hence not confining themselves to an Electronic ManufacturingService ("EMS") company. For the growth of your Company we incurred CAPEX of RS83.57 Crores in FY 2019-20 and RS 87.92 Crores in the previous year across all oursegments. 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 PadgetElectronics Pvt. Ltd. a Wholly Owned Subsidiary of your Company. Also your Companyincorporated a Wholly Owned Subsidiary-Dixon Electro Appliances Private Limited on 15thJanuary 2020 with an object of manufacturing and dealing in inter-alia consumerdurables and electronic appliances. Apart from the same there has been no otheracquisition merger expansion modernization and diversification during the year underreview.

During the year under review your Company has not developed acquiredor assigned any material Intellectual Property Rights .

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

Appropriations

Dividend

The Board of Directors of your Company at their meeting held on 18thMarch 2020 declared an Interim Dividend of RS 4/- per Equity Share of RS 10/- each i.e.40% on the Paid up Equity Share Capital of the Company. The said Interim Dividend was paidto all those members who were shareholders of the Company as on the record date i.e. 26thMarch 2020 and the said dividend was paid to the shareholders as per the provisions ofthe Companies Act 2013 (hereinafter referred to as "Act") and rules made thereunder.

The total amount of Interim Dividend paid is RS 462.81 Lakhs and RS2.63 Lakhs was paid as the Dividend Distribution tax on the said Interim Dividend.

The Board of Directors of your Company had approved and adopted theDividend Distribution Policy containing all the necessary details as required by the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as "SEBI Listing Regulations"). The Dividend shall be payable in accordancewith the Dividend Distribution Policy which is available on the website of your Companyat https://dixoninfo.com/json/dixon/codes-policy/dividend- distribution-policy.pdf . Therehas been no change in the said policy during the year. The said policy forms part ofAnnual Report as Annexure-I.

Transfer to Reserves

Details with regard to amount transferred to reserves are provided inth Notes to Financial Statements forming part of this Annual Report.

Share Capital Structure

There has been no change in the Authorised Share Capital of yourCompany during the year under review.

During the year under review your Company has allotted 245050 Equityshares of RS 1 0/- each pursuant to exercise of Employee Stock Options by eligibleemployees under Dixon Technologies (India) Limited - Employee Stock Option Plan 2018.Consequently the Paid up Issued and Subscribed Share Capital of your Company increasedfrom RS 113250910/- consisting of 11325091 Equity Shares of RS 10/- each to RS115701410/- consisting of 11570141 Equity Shares of RS 1 0/- each.

Also there has been no re-classification or sub-division of theAuthorised Share Capital during the year under review.

Further during the period under review your Company has not boughtback any of its securities / has not issued any Sweat Equity Shares / has not issued anyBonus Shares/ has not issued shares with Differential Voting rights and there has been nochange in the voting rights of the shareholders.

Details of Employees Stock Options

In order to motivate incentivize and reward employees your Companyhas established employee stock option 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 and there have been no changes to the Plan during the financial year.

Disclosures on details of options granted shares allotted uponexercise etc. as required under the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 read with Securities and Exchange Board of Indiacircular no. CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 are set out in AnnexureII to this Report.

Further details of options granted and exercised are included in thenotes to accounts forming part of Standalone financial statements.

Credit Rating

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

Type Date Facility Rating Remarks
Bank Loan Facility 07th June 2019 Fund based and non fund based Long Term ICRA A+ and short Term A1 + Credit Limit for RS 740.50 Crores (enhanced from RS 444.50 Crores
01st Oct 2019 Fund based and non fund based Long Term ICRA A+ and short Term A1 + Credit Limit for RS 1030 Crores (enhanced from RS 740.50 Crores)
Commercial Paper 07th Oct 2019 Commercial Paper ICRA A1 + Enhanced from RS 25 Crores to RS 50 Crores
24th Feb 2020 Commercial Paper ICRA A1 +

Investor Education and Protection Fund

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

Deposits

During the year under review your Company has not accepted anydeposits from the public under Section 73 and 76 of the Act and rules made thereunder andno amount of principal or interest was outstanding as at the end of Financial Year2019-20. There were no 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 ordisposed of any of its existing businesses

and also did not hive off any segment or division during the year.Also there has been no change in the nature of business carried on by your Company'ssubsidiaries during the year under review.

Consolidation of Financials

In compliance with provisions of Section 129 (3) of the Act read withCompanies (Accounts) Rules 2014 your Company has prepared Consolidated FinancialStatements as per the Accounting Standards on Consolidated Financial Statements issued bythe Institute of Chartered Accountants of India. The Audited Consolidated FinancialStatements along with the Auditors' Report thereon forms part of this Annual Report.Further a statement containing salient features of the financial statements of thesubsidiary and Joint Venture companies is disclosed separately and forms part of thisAnnual Report.

Subsidiaries Joint Ventures or Associate Companies

1. Dixon Global Private Limited

Dixon Global Private Limited ("DGPL") is a 100% subsidiary ofyour Company.

DGPL is authorised to carry on agency business in all its branches andto act as agents for Indian and Foreign principals to inter-alia sale purchase importand export electrical appliances and gadgets of all kinds.

DGPL reported a profit of RS 202.99 Lakhs in F.Y. 2019-20 (previousyear: RS 109.23 Lakhs).

2. Padget Electronics Private Limited

Padget Electronics Private Limited ("PEPL") became a WhollyOwned Subsidiary of the Company w.e.f 12th April 2019.

PEPL is engaged in the business of manufacturing selling exportingrepairing or dealing in mobile phones of all kinds and related components parts sparesdevices and accessories.

PEPL reported a profit of RS 912.82 Lakhs in FY 2019-20 (previous year:RS 967.70 Lakhs).

3. AIL Dixon Technologies Private Limited

AIL Dixon Technologies Private Limited. ("ADTPL") is aJoint Venture Company of your Company.

ADTPL is principally engaged in the business of assemblingmanufacturing and selling CCTV security cameras DVRs NVRs IP cameras cables powersupply video door phones bio metrics and allied products.

ADTPL reported a Profit of RS 627.83 Lakhs in FY 2019-20 (previous yearprofit of RS 212.32 Lakhs).

4. Dixon Electro Appliances Private Limited

Dixon Electro Appliances Private Limited ("DEAPL") isa 100% subsidiary of your Company and was incorporated on 15th January 2020and has reported a Loss of RS 0.10 Lakhs in FY 2019-20

DEAPL is principally engaged in the business of manufacturing anddealing in inter-alia consumer durables and electronic appliances.

A statement containing the salient features of the Financial Statementof the Subsidiaries and Joint Venture Companies in the prescribed format AOC-1 forms partof the Consolidated Financial Statements of your Company.

In accordance with Section 136 of the Act the Audited FinancialStatements including the Consolidated Financial Statements and related information of yourCompany and audited accounts of Subsidiaries and Joint venture companies are available onthe website of your Company at www.dixoninfo.com .

Apart from PEPL which declared an Interim dividend @ RS 3/- per EquityShare of RS 1 0/- each to the shareholders on 17th March 2020 of the Company existing ason the Record date i.e. 17th March 2020 none of the above named Subsidiariesand Joint venture Companies declared any Dividend during the Financial Year 2019-20.

Furthermore pursuant to Regulation 24(A) of SEBI Listing Regulationsread with Guidance note on Annual Secretarial Compliance Report issued by Institute ofCompany Secretaries of India the Secretarial Audit report (MR-3) of Material Subsidiariesi.e. Dixon Global Private Limited shall be filed with the Stock exchanges where shares ofyour Company are listed along with the Annual Report of your Company.

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

Particulars of loans guarantees given and investments made during theyear in accordance with Section 186 of the Act forms part of the notes to the Financialstatements provided in this Annual Report. All the loans & guarantees are given andinvestments are made for the Business purpose.

Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulationsyour Company has formulated a Policy on Related Party Transactions which is also availableon the Company's website at https://dixoninfo.com/json/dixon/codes-policy/related-party-transaction-policy.pdf

The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between your Company and RelatedParties.

This Policy specifically deals with the review and approval of materialrelated party transactions keeping in mind the potential or actual conflicts of interestthat may arise because of entering into these transactions.

All related party transactions are placed before the Audit Committeeand also the Board for approval. Prior omnibus approval of the Audit Committee is obtainedas per SEBI Listing Regulations for the transactions which are foreseen and are repetitivein nature and / or entered in the ordinary course of business and / or at arm's lengthbasis.

Further during the year your Company has entered into contract orarrangement or transaction with the Related Parties which could be considered material inaccordance with the Policy of the Company on materiality of Related Party Transactions andas per the SEBI Listing Regulations. These transactions are in the ordinary course ofbusiness and are on arm's length basis. In view of the above disclosure in Form AOC-2 isnot applicable.

For details on Related party transactions you may refer Notes tofinancial statements forming part of the Annual Report

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

There have been no Material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the Financialyear of your Company to which the Financial Statements relate and the date of BoardReport.

Future Outlook

With an eye on expanding the company's core business your Company'sBoard and Management stay committed to maximize strategic opportunities by exploring newtrajectories of growth. However certain factors impacted the growth of electronicmanufacturing in India such as slowdown in the economy and moderate growth in thedownstream industry. This along with outbreak of Covid-19 further impacted the performanceof the Industry.

The Government of India has undertaken various reforms to boost themanufacturing sectors as well as promote 'Make in India' products. Your Company isperfectly poised to capitalise on the growing opportunities by leveraging its scale ofproduction. Backward integration has also contributed to the success of the Company and itwas achieved by developing in-house capacities of manufacturing key components acrossalmost all the verticals. Moreover your Company no longer wishes to be an EMS companyonly and is migrating more and more towards the development of its own designed solutions.The Company has also maintained a healthy relationship with existing customers as well asadded more brands in the clientele enabling us to maintain our market share and sustainour future.

Corporate Governance

Your Company believes that executing strategy effectively andgenerating shareholder value over the long term requires high standards of corporategovernance.

Throughout the year ended 31st March 2020 your Company hascomplied with all the provisions applicable on a listed entity including SEBI ListingRegulations and to a large extent the recommended best practices as well.

To ensure good corporate governance your Company shall ensure that itsgovernance framework incorporates the amendments introduced in the SEBI ListingRegulations from time to time and the same are complied with on or before the effectivedate.

Your Company is committed to the principles of 'Accountability''Transparency' and 'Trusteeship' in its dealing with stakeholders. Accordingly in itsendeavour to take a balanced care of stakeholders your Company adheres to good CorporateGovernance practices in its business. In terms of SEBI Listing Regulations a separatesection on "Corporate Governance" with a compliance report on corporategovernance and a certificate from M/s. Shirin Bhatt & Associates Company SecretariesSecretarial Auditors of the Company regarding compliance of the conditions of CorporateGovernance has been provided in this Annual Report.

Board of Directors Its Committees and Meetings thereof

The Board of Directors (the "Board") are responsiblefor and committed to sound principles of Corporate Governance in your Company.

The Board's focus is on the formulation of business strategy policyand control. Matters reserved for the Board are those affecting your Company's overallstrategic policies finances and shareholders. 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 Executivecommittee and day-to-day operational responsibilities are specifically delegated to themanagement.

The Board plays a crucial role in overseeing how the Management servesthe short and long-term interests of Members and other stakeholders. This belief isreflected in our governance practices under which we strive to maintain an effectiveinformed and independent Board. We keep our governance practices under continuous reviewand benchmark ourselves to best practices across the globe.

Your Company has a professional Board with right mix of knowledgeskills and expertise with an optimum combination of Executive Non-Executive andIndependent Directors including one Woman Director. The Board provides strategic guidanceand direction to your Company in achieving its business objectives and protecting theinterest of the stakeholders. Your Board is also supported by Seven Committees viz. AuditCommittee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee Stakeholders'

Relationship Committee Executive Committee of the Board RiskManagement Committee and Share Allotment Committee.

Also Mr. Keng Tsung Kuo was appointed as an Additional Director ofthe Company in the capacity of Non-executive and Independent Director by the Board ofDirectors of the Company at their meeting held on 12th April 2019 and hisappointment was subsequently regularized by the shareholders of the Company at the 26thAnnual General Meeting of the Company held on 31st July2019.

Your Company holds minimum of 4 (four) Board meetings in each calendaryear with a gap of not more than one hundred and twenty days between any two consecutiveMeetings. Additional meetings of the Board/ Committees are convened as may be necessaryfor proper management of the business operations of your Company.

The agenda and Notice for the Meetings is prepared and circulated inadvance to the Directors. The Board of Directors of your Company met 7 (seven) timesduring the Financial Year 2019-20 i.e. 12th April 2019 20th April2019 24th May 2019 13th August 2019 13th November2019 and 29th January 2020 and 18th March 2020.

Details of attendance of Directors at Board Meetings of your Companyheld during the year under review are as follows:

Name of the Director Category No. of meetings attended Leave of absence
Mr. Sunil Vachani Executive Chairman 5 2
Mr. Atul B. Lall Managing Director 6 1
Dr. Manuji Zarabi Independent Director 7 0
Ms. Poornima Shenoy Independent Director 4 3
Mr. Manoj Maheshwari Independent Director 6 1
Mr. Keng Tsung Kuo* Independent Director 5 1

*Appointed as the Non-Executive and Independent Director of the Companyw.e.f 12th April 2019

The necessary quorum was present at all the meetings. The interveninggap between any two meetings was not more than one hundred and twenty days as prescribedby the Act.

A detailed update on the Board & its Committees compositionthereof number of meetings held during Financial Year 2019-20 and attendance of theDirectors at such meeting is provided in the "Corporate Governance Report".

Committees of the Board

Audit Committee

The Board had duly constituted Audit Committee in line with theprovisions of the Act read with SEBI Listing Regulations.

As on 31st March 2020 the Committee comprises of threemembers viz. Mr. Manoj Maheshwari (Chairperson) Ms. Poornima Shenoy Dr. Manuji Zarabi.All the members of the Audit Committee are Independent Directors and are financiallyliterate. Further there was no change in the constitution of the Audit Committee of theBoard during the year under review.

The Audit Committee met 5 (Five) times during the financial year2019-20 on 24th May 2019 13th August 2019 13th November2019 29th January 2020 and 18th March 2020. During the year allthe recommendations made by the Audit Committee were accepted by the Board.

The terms of reference and other details with respect to AuditCommittee are enumerated under the "Corporate Governance Report" which formspart of this Annual Report.

Nomination and Remuneration Committee

The Board had duly constituted Nomination and Remuneration Committee inline with the provisions of the Act read with SEBI Listing Regulations.

As on 31st March 2020 the Committee comprises of OneExecutiveDirectorviz. Mr. SunilVachaniandThreeIndependent Directors viz. Ms. PoornimaShenoy (Chairperson) Dr. Manuji Zarabi and Mr. Manoj Maheshwari. There was no change inthe constitution of the Nomination and Remuneration Committee of the Board during the yearunder review.

The Nomination and Remuneration Committee met 4 (four) times during thefinancial year 2019-20 on 12th April 2019 24th May 2019 13thAugust 2019 and 13th November 2019. During the year all the recommendationsmade by the Nomination and Remuneration Committee were accepted by the Board.

The terms of reference and other details with respect to Nomination andRemuneration Committee are enumerated under 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 Committeelooks after the functions as enumerated under the provisions of the said Section of theAct.

As on 31st March 2020 the Committee comprises of twoExecutive Directors viz. Mr. Sunil Vachani (Chairperson) and

Mr. Atul B Lall and one Independent Director viz. Dr. Manuji Zarabi.During the year all the recommendations made by the CSR Committee were accepted by theBoard. There was no change in the constitution of the Corporate Social ResponsibilityCommittee of the Board during the year under review.

The CSR Committee met 4 (four) times during the financial year 2019-20on 24th May 2019 13th August 2019 13th November 2019and 29th January 2020.

The terms of reference and other details with respect to CSR Committeeare enumerated under the "Corporate Governance Report" which forms part of thisAnnual Report.

Stakeholders' Relationship Committee

The Board had duly constituted Stakeholders' Relationship Committee inline with the provisions of the Act read with SEBI Listing Regulations.

As on 31st March 2020 the Committee comprises of twoExecutive Directors viz. Mr. Sunil Vachani and Mr. Atul B Lall and one IndependentDirector viz. Dr. Manuji Zarabi (Chairperson). During the year under review there hasbeen no change in the constitution of the said Stakeholders' Relationship Committee.

The Stakeholders Relationship Committee met 4 (four) times during thefinancial year 2019-20 viz. on 24th May 2019 13th August 2019 13thNovember 2019 and 29th January 2020.

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

Risk Management Committee

The Provisions of Regulation 21 of SEBI Listing Regulations becameapplicable on your Company w.e.f. 1st April 2019. The Board of Directors hadconstituted Risk Management Committee at its Meeting held on 24th May 2019 toidentify elements of Risk in different areas of operations and to develop plans tomitigate the risks.

The Risk Management Committee of your Company comprises of Mr. Atul B.Lall Managing Director of the Company who is the Chairman of the said Committee Mr.Manoj Maheshwari - Independent Director and Mr. Keng Tsung Kuo - Independent Director asmembers of the said Committee.

The role of Risk Management Committee includes the implementation ofRisk Management Systems and framework review of the Company's financial and riskmanagement policies assessment of risk and procedures to minimise the same.

During the year the Risk Management Committee met 1 (one) time duringthe financial year 2019-20 viz. on 28th January 2020.

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

Executive Committee

Your Board has constituted the Executive Committee which undertakesmatters related to day to day affairs of your Company. As on 31st March 2020the Committee comprises of two Executive Directors viz. Mr. Sunil Vachani and Mr. Atul BLall as members of this Committee.

Share Allotment Committee

Your Board had constituted the Share Allotment Committee and the saidCommittee is authorized to recommend allotment of equity shares in one or more tranchespursuant to exercise of the options in accordance with the DIXON ESOP 2018. The ShareAllotment Committee comprises of two Executive Directors namely Mr. Sunil VachaniExecutive Chairman and Mr. Atul B. Lall Managing Director and two Non-Executive andIndependent Directors namely Mr. Manoj Maheshwari and Dr. Manuji Zarabi.

During the year the Share Allotment Committee met 3 (three) timesduring the financial year 2019-20 viz. on 14th November 2019 19thNovember 2019 and 9th December 2019.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under reviewas stipulated under SEBI Listing Regulations with the Stock Exchanges in India ispresented in a separate section forming part of this Annual Report.

Vigil Mechanism

Your Company has adopted "Whistle Blower Policy" whichprovides a vigil mechanism for dealing with instances of fraud mismanagement unethicalbehavior actual or suspected or violation of the Company's code of conduct.

This Policy is your Company's statement of values and represents thestandard of conduct which all employees are expected to observe in their businessendeavours. The Policy reflects your Company's commitment to principles of integritytransparency and fairness.

Your Company hereby affirms that no Director/employee have been deniedaccess to the Chairman of the Audit Committee. There was no complaint received through thesaid mechanism during the FY 2019-20.

This Policy is overseen by the Audit Committee. Through the saidPolicy Directors and employees can report concerns of unethical behavior actual orsuspected fraud or violation of your Company's 'Code of Conduct'. The said Policy providesadequate safeguards to the Whistle Blower against victimization. The Whistle Blower Policyhas also been uploaded on the website of the Company at www.dixoninfo.com.

Also in accordance with the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 ("SEBI PIT Regulations") asamended from time to time the Board of Directors of your Company has adopted the revisedInsider Trading Policy of the Company. All the Promoters Directors Employees of theCompany and its material subsidiaries who are Designated Persons and their ImmediateRelatives and other Connected Persons such as auditors consultants bankers etc. whocould have access to the unpublished price sensitive information of the Company aregoverned under the Insider Trading Policy of the Company. The revised Insider TradingPolicy of your Company is available at https://dixoninfo.com/json/dixon/codes-policy/insider-trading- policy-final-version.pdf.

Risk Management

Your Company has a risk management policy which covers five aspects:Strategic risks Operational Risks Compliance Risks Financial and Reporting risks. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis.

In line with the SEBI Listing Regulations your Company has set up aRisk Management Committee to monitor the risks and their mitigating actions. The detailsof Risk Management Committee are provided elsewhere in this report.

Risk Management is also an integral part of your Company's businessstrategy. Business Risk Evaluation and Management is an ongoing process within theOrganization. Your Company has adopted a Risk Management Policy. The same is available onthe website of the Company and can be accessed at: https://dixoninfo.com/json/dixon/codes-policy/risk-management- policy.pdf .

In the opinion of the Board there are no risks that may threaten theexistence of your Company.

Adequacy of Internal Controls systems and Compliance with Laws

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

Your Company has also laid down internal financial control system thataims at safeguarding assets from inappropriate use maintaining proper accountsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information andensuring compliance with regulations. These controls are assessed on a regular basis byInternal Audit. The management is primarily responsible for the implementation andmaintenance of the internal control systems. The systems are designed to providereasonable but not absolute assurance against misstatement or loss and to manage risksof failure in the operation of your Company. In order to supplement the Internal Controlprocess your Company has engaged the services of M/s Singhi & Co. CharteredAccountants to function as Internal Auditors.

Also the Corporate Affairs Department ensures that your Companyconducts its businesses with high standards of compliance in legal statutory andregulatory areas. Your Company has instituted an online legal Compliance Management Systemin conformity with the best Industry standards which gives the compliance status on realtime basis.

Also the Audit Committee of the Board which is required to assess theadequacy and compliance of Internal Control process provide their observationsuggestions and recommendations and seek Action Taken Reports from Management of theCompany. The said Committee regularly at its meeting reviews the status of such ActionTaken Reports.

The Internal Auditors of your Company have direct access to the AuditCommittee of the Board. Furthermore the Internal Auditors are also responsible forfollowing up the corrective actions to ensure that satisfactory controls are maintained.

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

During the year under review there has been no such Significant andMaterial Orders passed by the Regulators or courts or tribunals impacting the goingconcern status and your Company's operations in future.

Also there had been no application filed for Corporate insolvencyresolution process under "The Insolvency and Bankruptcy Code 2016" by aFinancial or operational creditor or by your Company itself during the period underreview.

Annual Return

In accordance with Section 92 and 134 of the Act read with Rulesprescribed thereunder an extract of the annual return for the FY 2019-20 in Form MGT-9 isannexed herewith as ANNEXURE-III

Also the Annual Return of your Company for the FY 2019-20 shall beplaced on the website at www.dixoninfo.com.

The link to access Annual Return for previous Financial year 2018-19 ishttps://www.dixoninfo.com/agm.php

Directors and Key Managerial Personnel who were Appointed/Re-appointedor have Resigned During the Year

Directors

A. Appointment of Mr. Keng Tsung Kuo

During the year under review and pursuant to revised Regulation 17 (1)(c) of SEBI Listing Regulations amended vide SEBI (ListingObligationsand DisclosureRequirements) (Amendment) Regulations 2018 the Board of Directors of top 1000 listedentities determined on the basis of Market Capitalisation as at the end of the immediateprevious financial year shall comprise of not less than six Directors. Therefore in linewith the said revised Regulation 17 (1) (c) of the SEBI Listing Regulations your Companyhad appointed Mr. Keng Tsung Kuo as "Non- executive and Independent Director" ofthe Company w.e.f 12th April 2019 for a period of 5 consecutive years.

Mr. Keng Tsung Kuo has vast experience in Business & SellingStrategy Human Resource & Globalization Strategy Change Management and Leadership.The Board opines that Mr. Kuo has requisite integrity expertise and experience withcapability to critically analyse each of the Business segments and bring in more value tothe organization as a whole.

B. Re-appointment of Mr. Manoj Maheshwari Dr Manuji Zarabi and Ms.Poornima Shenoy as Independent Director for second term of 5 consecutive years

As per Section 149(10) of the Act an Independent Director shall holdoffice for a term of upto five consecutive years on the Board of a Company but shall beeligible for reappointment for another term of upto five consecutive years by passing aspecial resolution at the General Meeting.

Your Company's Board had appointed Mr. Manoj Maheshwari as Non-Executive and Independent Director on the Board w.e.f 3rd May 2017 andappointed Dr. Manuji Zarabi & Ms. Poornima Shenoy as Non- Executive and IndependentDirectors on the Board w.e.f 23rd February 2017 for a period of threeconsecutive years. Accordingly the term of Dr. Manuji Zarabi & Ms. Poornima Shenoywas due for expiry on 22nd February 2020 and that of Mr. Manoj Maheshwari wasdue for expiry on 2nd May 2020.

Considering the growth which your Company has witnessed under theguidance of these Non- Executive and Independent Directors and the valuable support whichthese directors have provided to your Company it was prudent to re-appoint thesedirectors for another consecutive term of five years. Therefore it was proposed tore-appoint the said Directors for a second term so as to enable the aforesaid IndependentDirectors to effectively and efficiently participate as Independent Directors on or afterthe expiry of their respective term. The shareholders of the Company at the Annual GeneralMeeting held on 31st July 2019 approved the said re-appointment. ThereforeMr. Manoj Maheshwari was re-appointed as the NonExecutive and Independent Director of theCompany w.e.f 3rd May 2020 and Ms. Poornima Shenoy and Dr. Manuji Zarabi werere-appointed as the Non-Executive and Independent Director of the Company w.e.f 23rdFebruary 2020 respectively for a period of 5 consecutive years.

Key Managerial Personnel ("KMPs")

Pursuant to the provisions of Section 203 of the Act as on 31st March2020 Mr. Sunil Vachani Executive Chairman & Whole Time Director Mr. Atul B LallManaging Director Mr. Saurabh Gupta Chief Financial Officer and Mr. Ashish Kumar GroupCS Head- Legal & HR of the Company are the KMPs of your Company.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act not less than 2/3rd(Two-third) of the total number of Directors (other than Independent Directors) shall beliable to retire by rotation. Accordingly pursuant to the Act read with Articles ofAssociation of your Company Mr. Atul B. Lall (DIN: 00781436) 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) Directors.The composition includes 4 (four) Independent Directors. All the Independent Directors areappointed on the Board of your Company in compliance with the applicable provisions of theAct and SEBI Listing Regulations.

Your Company has received declarations from all the IndependentDirectors confirming that they meet/continue to meet as the case may be the criteria ofIndependence under sub-section (6) of section 149 of the Act and Regulation 16(1)

(b) of the SEBI Listing Regulations.

Also the Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV of the Act and have confirmed that theyare in compliance with the Code of Conduct for Directors and Senior Management personnelformulated by the Company.

Familiarization ProgrammefortheIndependent Directors

In compliance with the requirements of the SEBI Listing Regulationsyour Company has put in place a familiarization programme for the Independent Directors tofamiliarize them with their roles rights and responsibility as Directors working of theCompany nature of the industry in which the Company operates business model etc. Thedetails of the familiarization programme are explained in the Corporate Governance Report.The same is also available on the website of the Company and can be accessed at web linkhttps://dixoninfo.com/json/ dixon/codes-policy/code-for-independent-director-and-familiarization-programme.pdf

Board and Director's Evaluation

Pursuant to the provisions of the Act and the SEBI Listing RegulationsAnnual evaluation of the Board its Committees and individual directors has been carriedout on the basis of Guidance Note on Board Evaluation issued by Securities and ExchangeBoard of India ("SEBI").

To facilitate the evaluation process Board and its Committee'sself-evaluation questionnaires were circulated to the Board members and respectiveCommittee members and an online link was also provided to the Board members and respectiveCommittee members wherein an option was provided to the Board and committee members tofill in the said questionnaires online.

Basis the results of the aforesaid questionnaire and feedback receivedfrom the Directors and respective Committee members the performance evaluation of theIndependent Directors were carried out by the entire Board excluding the Director beingevaluated. The performance evaluation of the Executive Chairman and Managing Director wascarried out by the Independent Directors. The directors have expressed their satisfactionwith the evaluation process.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations onemeeting of Independent Directors was held during the year i.e. on 18th March2020 without the attendance of nonindependent Directors and members of Management.

In addition your Company encourages regular meetings of itsindependent directors to update them on Strategies of the Company. At such meetings theHead of the Departments of the Company make presentations with respect to the BusinessVertical which they are heading. Such Meeting was conducted on 18th March2020.

Auditors & Auditors' Report

Statutory Auditors

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

The Independent Auditors Report given by the Auditors on the financialstatement (Standalone and Consolidated) of your Company forms part of this Annual Report.There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof your Company at its meeting held on 24th May 2019 had appointed M/s ShirinBhatt & Associates Practicing Company Secretaries to undertake the Secretarial Auditof the Company for the Financial Year 2019-20.

The Secretarial Audit Report is annexed herewith as Annexure - IV.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

Cost Audit & Cost Auditors

In terms of the Section 148 of the Act read with Companies (CostRecords and Audit) Rules 2014 your Company is required to maintain cost accountingrecords and get them audited every year from Cost Auditor and accordingly such accountsand records are made and maintained by your Company.

The Board of Directors appointed M/s A.N. Satija & Co. CostAccountants Delhi (Regn. No. 100267) as Cost Auditors to audit the cost accounts of yourCompany for the Financial Year 2019-20. The Cost Audit Report for the FY 2019-20 will befiled with the Ministry of Corporate Affairs.

Internal Auditors

M/s Singhi & Co. Chartered Accountants (FRN No- 302049E) wereappointed as Internal Auditors of the Company at the Board Meeting held on 13thAugust 2019.

During the period under review M/s Singhi & Co. CharteredAccountants performed the duties of internal auditors of your Company and their report isreviewed by the Audit Committee.

Also the Board on recommendation of Audit Committee at its meetingheld on 11th June 2020 has appointed M/s Ernst & Young LLP as InternalAuditors of the Company to conduct the Internal Audit for the FY 2020-2021.

Corporate Social Responsibility (CSR)

Your Company has been constantly working towards promoting equalityincluding and empowering the under-represented and underserved communities. Your Companyinvests in the areas of education inclusion and livelihood through non-profits and socialenterprises. Your Company's constant endeavour has been to support initiatives in thechosen focus areas of CSR including certain unique initiatives. It has attempted to lookinto the solutions to disrupt the status quo and bring in fresh thinking to the existingproblems of exclusion deprivation and poverty.

Your Company has a duly constituted CSR Committee which is responsiblefor fulfilling the CSR objectives of your Company. The composition of CSR committee is asstated elsewhere in this report.

The Board of Directors have adopted a CSR policy which is in line withthe provisions of the Act. The CSR Policy of your Company lays down the philosophy andapproach of your Company towards its CSR commitment. The policy can be accessed at thefollowing Link: https://dixoninfo.com/json/dixon/codes-policy/corporate-social-responsibility.pdf

The CSR policy inter-alia deals with the objectives of your Company'sCSR initiatives its guiding principles thrust areas responsibilities of the CSRCommittee implementation plan and reporting framework. The thrust areas of your Company'sCSR activities 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 careincluding preventive health care and sanitation and making available safe drinking waterincluding contribution to the Swachh Bharat Kosh;

b. promoting education including special education and employmentenhancing vocation skills especially among children women elderly and the differentlyable and livelihood enhancement 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 yourCompany is enclosed as Annexure - V and forms a part of this report.

Business Responsibility Report

Your Company's business responsibility ingrains the spectrum of nineprinciples of National Voluntary Guidelines issued by the Ministry of Corporate AffairsGovernment of India along with their key elements. This is enabled by a suite offrameworks governance social objectives policies code of conduct and managementsystems integrated with the business process. Your Company has adopted BusinessResponsibility Policy which is available on the website of the Company.

In terms of SEBI Listing Regulations a separate section on"Business Responsibility Report" forms part of this Annual Report and is givenin Annexure- VI.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

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

Green Initiative

Your Company has implemented the "Green Initiative" toenable electronic delivery of notice/documents/ annual reports to shareholders. Electroniccopies of the Annual Report for the F.Y. 2019-2020 and notice of the 27thAnnual General Meeting are being sent to all members whose e-mail addresses are registeredwith the Company/Depository Participant(s) as on the record date i.e.28thAugust 2020. For members who have not registered their e-mail addresses please updateyour e-mail ids with your respective Depository Participants.

Your Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice of 27thAnnual General Meeting beginning 26th September 2020 from 9:00 a.m. to 28thSeptember 2020 till 5:00 p.m. This is pursuant to section 108 of the Act read withrelevant rules thereunder. The instructions for e-voting are provided in the Notice of theAnnual General Meeting. In furtherance of the aforesaid principle of "GreenInitiative" your Company has decided to forego the practice of printing financialstatements of its subsidiary as part of the Company's Annual Report with a view to helpthe environment by reducing paper consumption. However the audited financial statementsof the subsidiary(ies) alongwith Auditors' Report thereon are available on our websitewww.dixoninfo.com.

Human Resources

Your Company cares for its employees and aims to provide a supportivepleasant and healthy workplace for its employees. To foster a caring community theCompany recognises that having good staff relations and a motivated workforce plays avital role in the Company's efficient operations.

The Company strives to build on its capabilities to attract talent forvarious positions across geographies. It is also taking steps to retain talent and buildan open transparent and meritocratic culture to nurture its assets.

Dixon recognizes people as its most valuable asset. The Human Resourceof your company is commensurate with its size nature and operations. It has 1185permanent employees and 9073 contractual employees / staff as on 31st March2020. In the last fiscal the Human Resource department undertook several new initiativesfor employee engagement and organized programmes like Yoga Sessions eye checkup andhealth check-ups for the employees. During the year the HR Department introduced"Dixon-Connect"- a quarterly journal which was a significant step towardsdissemination of vital information and messages pertaining to Dixon Group.

Also in order to streamline the administration related issues and toboost productivity at work place your company also introduced a Help Desk across all theplants and manufacturing facilities of Dixon. Dixon also conducts training under NationalApprenticeship Promotion Scheme (NAPS) on an ongoing basis for all its apprentices.

Your Company also has an effective grievance redressal mechanism thatallows employees to raise issues and concerns. To report issues related to child labourforced labour etc. the Whistle Blower Policy is extremely efficient. A vigil mechanism forDirectors and employees have been established to report their genuine concerns details ofwhich have been given elsewhere in this Report. During the year under review nocomplaints alleging child labour forced labour involuntary labour and discriminatoryemployment were recorded. Dixon's Industrial Relations also continued to be harmonious inthe last fiscal FY 2019-20.

Particulars of Employees and Remuneration

The ratio of the remuneration of each of the Whole time DirectorManaging Director to the median of employees remuneration as per section 197(12) of theAct read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report provided in Annexure VIII (referto table 1 of Annexure VIII).

Additionally the following details form part of the Annexure VIII tothis Report:

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

b) Percentage increase in the remuneration of the CFO and CompanySecretary (refer table 3)

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

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

e) Details of employees employed throughout the Financial Year and inreceipt of remuneration of not less than RS 1.02 Crores or more per annum (refer table 6 )

f) Details of employees employed for part of the Financial Year and inreceipt of remuneration of not less than RS 8.5 Lakhs per month (refer table 7)

g) Details of employees employed throughout the financial year or partthereof and was in receipt of remuneration in aggregate or as the case may be at a ratewhich in the aggregate is in excess of that is drawn by the Managing Director or WholeTime Director and holds by himself or along with his spouse and dependent children notless than two percent of the equity shares of the Company (refer table 8);

h) Details of the employees posted outside India not being theDirector or their relatives drawing Remuneration of more than RS 60 Lakhs per annum or RS5 Lakhs per month (Refer Table 9)

The percentage increase in the median remuneration of the employees inthe Financial Year 2019-20 was 12%. Also the average percentile increase in the salariesof employees other than the managerial personnel is 11.84% as compared to 15.27% increasein the Managerial 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.

Also during the year under review Mr. Sunil Vachani and Mr. Atul B.Lall have received consultancy fees amounting to RS 200000 and RS 100000 per monthrespectively from Padget Electronics Private Limited for providing their expertise in thefield of EMS to Padget Electronics Private Limited.

Director's Appointment and Remuneration Policy

Your Company's policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under sub section (3) of Section 178 of the Act as isadopted by the Board.

Your Company has adopted a comprehensive policy on nomination andremuneration of Directors and Key Managerial Personnel on the Board. As per such policycandidates proposed to be appointed as Directors and Key Managerial

Personnel on the Board shall be first reviewed by the Nomination andRemuneration Committee in its duly convened Meeting. The policy can be accessed at thefollowing Link: https://dixoninfo.com/json/dixon/codes-policy/nomination-and-remuneration-policy.pdf

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

Your Company has always believed in providing a safe and harassmentfree workplace for every women employee working with your Company. Your Company alwaysendeavours to create and provide an environment that is free from discrimination andharassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplaceand therefore has in place a policy on prevention of sexual harassment at workplace. Thesaid policy is in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employees as wellas contractors and lays down the guidelines for identification reporting and preventionof sexual harassment. Your Company has complied with the provisions relating to theconstitution of the lnternal Complaints Committee (ICC) and the same has been dulyconstituted in compliance with the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal)Act 2013. The said Committee is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any compliant of sexual harassment atworkplace during the year under review. There are no pending complaints as at the end ofthe Financial Year.

Reporting of Fraud By auditors

There have been no instances of fraud reported by the StatutoryAuditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereundereither to the Audit Committee the Board of Directors or to the Central Government.

Disclosure in Respect of Voting Rights not Exercised Directly ByEmployees

No disclosure is required under Section 67(3) (c) of the Act inrespect of voting rights not exercised directly by the employees of the Company as theprovisions of the said Section are not applicable.

Changes in Memorandum of Association

There were no changes made in the Memorandum and Articles ofAssociation during the period under review.

Deviation(s)/Variation(s) in Use of Proceeds from Objects Stated inOffer Document

Pursuant to Regulation 32 of SEBI Listing Regulations your Directorsconfirm that there has been no deviation(s) / variation(s) in the use of proceeds from theObjects stated in the Prospectus dated 11th September 2017 for the FY 2019-20.The Statement of utilization of Initial Public Offer proceeds forms parts of the FinancialStatements for the year ended 31st March 2020.

As on 31st March 2020 your Company has utilised RS 5788.37 Lakhs outof total IPO proceeds amounting to RS 6000 Lakhs ("total IPO proceeds") whichconstitutes approximately 96.47% of total IPO proceeds. However there was an unutilisedamount of RS 211.63 Lakhs constituting 3.53% of total IPO proceeds. Therefore in termsof provision of the Act read with SEBI Listing Regulations and SEBI (Issue of Capital andDisclosure Requirements) Regulations 2018; your Company has sought approval of theshareholders at the ensuing 27th Annual General Meeting of your Company for deployment ofsaid unutilised amount as per details specified in the Notice of ensuing 27th AnnualGeneral Meeting of your Company.

Compliance of Applicable Secretarial Standard

During the financial year under review your Company has duly compliedwith all the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

Listing on Stock Exchanges

The Company's shares are listed on BSE Limited ("BSE") andthe National Stock Exchange of India Limited ("NSE").

Directors Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial yearended 31st March 2020 the applicable accounting standards have been followedalong with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and preventing anddetecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financialyear ended 31st March 2020 on a going concern basis;

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

(f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Key Financial Ratios

The Key financial ratios for the financial year ended 31st March2020 forms part of the Management Discussion and Analysis Report.

Acknowledgment

The Board of Directors would like to express their sincere appreciationfor the assistance and co-operation received from the financial institutions banksGovernment authorities customers vendors and members during the year under review. TheBoards of Directors also wish to place on record its deep sense of appreciation for thecommitted services by the Company's executives staff and workers.

By the order of the Board
For Dixon Technologies (India) Limited
Sd/- Sd/-
Sunil Vachani Atul B. Lall
(Executive Chairman) (Managing Director)
DIN:00025431 DIN:00781436
Place: Noida Date: 11th June 2020

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