Dixon Technologies (India) Ltd.
|BSE: 540699||Sector: Consumer|
|NSE: DIXON||ISIN Code: INE935N01012|
|BSE 00:00 | 18 Jan||2164.15||
|NSE 00:00 | 18 Jan||2175.90||
|Mkt Cap.(Rs cr)||2,452|
|Mkt Cap.(Rs cr)||2451.98|
Dixon Technologies (India) Ltd. (DIXON) - Director Report
Company director report
Your Directors take immense pleasure in presenting the 25th Annual Report onthe business and operations of your Company along with the Audited Standalone &Consolidated Financial Statements for the year ended 31st March 2018. Theconsolidated performance of the Company and its subsidiaries and Joint Venture has beenreferred to wherever required.
Financial Summary/Performance of the Company (Standalone & Consolidated)
The Company's financial results are as under:
*Standalone Financials include the Financials of Dixon Appliances Private Limited (the"DAPL") and Dixon Bhurji
r Moulding Private Limited (the "DBMPL") wholly owned subsidiaries of yourCompany since amalgamated with and into Your Company Dixon Technologies (India) Limitedpursuant to the order of Hon'ble The National Company Law Tribunal (NCLT')Allahabad bench dated April 13 2017 approving the scheme of amalgamation.
Your Company adopted beginning 1st April 2017 Indian Accounting Standardsfor the first time with a transition date of 1st April 2016. The annualaudited standalone financial results for the year have been prepared in accordance withthe Companies (Indian Accounting Standards) Rules 2015 (Ind-AS) prescribed under Section133 of the Companies Act 2013 (the "Act") and other recognized accountingpractices and policies to the extent applicable. Necessary disclosures as regards to thekey impact areas and other adjustments upon transition to Ind-AS reporting have been madeunder the Notes to Financial Statements.
During the year under review your Company's sales income grew by 33% to H221585.37Lakhs as compared with H166836.60 Lakhs in the previous year. Profit before tax grew by36% to H8232.75 Lakhs and the net profit increased by 30% to H5700.69 Lakhs.
This performance came in the backdrop of implementation of Goods and Service Tax("GST") and other regulatory measures.
State of Company's Affairs
With the expected positive momentum in the Indian economy your Company is focused ongrowth and achieving profitability along with a renewed commitment to customer service.Investment and positive modifications are expected in the near future boosting yourCompany's revenue. Together with forward looking strategy your Company is also focusingextensively on expanding the business and operational improvements through variousstrategic projects for operational excellence. Also your company strives to increase itsportfolio of customers across all segments. Strategically inclined steps have beeninitiated in this respect.
The Financial Year 2017-18 has been a significant year from the growth perspective ofyour Company. Your Company has been converted into a Public Limited Company pursuant to aresolution passed by the Shareholders of your Company at the Adjourned Extra OrdinaryGeneral Meeting held on 18th April 2017. A f esh certificate of incorporationconsequent upon conversion from a private limited company to a public limited company wasissued by the Registrar of Companies ("ROC") on 2nd May 2017 in thename of "Dixon Technologies (India) Limited".
Further your Company made initial public offer (the "IPO") of its EquityShares for a total of 3393425 Equity Shares of face value of H10 each for cash at aprice of H1766/- per equity share (including a share premium of H1756 per equity share).The offer comprised of fresh issue of 339750 equity shares by your Company and Offer forSale of 3053675 Equity Shares by existing shareholders of your Company and successfullylisted its Equity Shares on the BSE Limited ("BSE") and National Stock Exchangeof India Limited ("NSE") with effect from 18th September 2017. TheAnnual Listing Fees for the FY 2018-19 has been paid by your Company to both the StockExchanges.
Your Company had entered into a joint venture agreement with Aditya Infotech Limitedand incorporated a joint venture Company AIL Dixon Technologies Private Limited("ADTPL") on 8th February 2017 as a private limited company. Theregistered office of ADTPL is situated at B-14 & 15 Phase-II Gautam Buddha NagarNoida Uttar Pradesh 201305. ADTPL is engaged in the business of manufacturing and sellingof security systems including digital video recorders CCTV cameras alarms etc.electrical appliances energy devices gadgets and components for industrial business andhousehold applications. The manufacturing of the CCTV cameras and digital video recordersis being done from the ADTPL's manufacturing facility located at Tirupati Andhra Pradesh.The Commercial production at the Tirupati facility has commenced with effect from 2ndJanuary 2018.
Also your Company has received certification under ISO 14001:2015 by United Registrarof Systems for compliance with environmental management system in the manufacture andsupply of washing machines at the factory located at Plot No- C-3/1 Selaqui IndustrialArea Dehradun Uttarakhand during the year under review.
Further your Company got registered with Department of scientific & IndustryResearch (DSIR) on 14th August 2017 and the trademark "Dixon" gotregistered with the Trade Mark registry on 6th October 2017 under class 37 and21st February 2018 under class 9.
Your Company has performed well on all fronts. The total turnover and EBIDTA of yourCompany as well as the entire group has increased.
For further details of State of Company's affair during the period under review pleaserefer to the section titled "Management Discussion and Analysis".
The Directors are pleased to recommend the payment of dividend on equity shares at therate of 20% (H2 per equity share) subject to approval of shareholders at the ensuingAnnual general Meeting ("AGM").
Your Company was included in the list of top five hundred listed entities based onmarket capitalisation as on 31st March 2018. Pursuant to Regulation 43A of theSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015 (the "SEBI Listing Regulations") your Company hadvoluntarily formulated and adopted the Dividend Distribution Policy which is availableon the website of your Company at
The Register of Members and Share Transfer Books of your Company shall remain closedfrom 19th July 2018 to 25th July 2018 (both days inclusive) forthe purpose of payment of final dividend for the financial year ended 31stMarch 2018 and the ensuing Annual General Meeting. The Annual General Meeting isscheduled to be held on 25th July 2018.
Transfer to Reserves
The provisions of the Companies Act 2013 do not mandate any transfer of profits to anyReserve. Your Company has neither transferred nor proposes to transfer any amount to anyreserves.
Share Capital Structure
a. Authorised Share Capital
The Authorized Share Capital of your Company was reclassified/ consolidated at theadjourned ExtraOrdinary General Meeting held on 18th April 2017 fromH200000000/- divided into 19995000 equity sharesof H10/- each and 5000/- PreferenceShares of H10/- each to H200000000/- divided into 20000000 equity shares of H10/-each.
Further pursuant to the amalgamation of Dixon Bhurji Moulding Private Limited("DBMPL") and Dixon Appliances Private Limited ("DAPL") Wholly ownedsubsidiaries with and into your Company vide order of the National Company Law Tribunaldated 13th April 2017 the Authorised Share Capital of both the subsidiariesamounting to H40000000 and H20000000respectively were merged into the AuthorisedShare Capital of the Company.
After the above mentioned modifications the Authorised Share Capital of your Companyis H260000000 divided into 26000000 Equity Shares of H10/- each.
b. Paid-up Share Capital
During the year under review your Company made a fresh issue of 339750 Equity Shareshaving face value of H10 per share at a price of H1766/- per share by way of initialpublic offer and thereby the Paid Up Share Capital of your Company increased fromH109853410 divided into 10985341 Equity Shares of H10/- each to H113250910divided into 11325091 Equity Shares of H10/- each.
c. Buy Back of Securities or Issue of Securities as Sweat Equity/ Bonus/ Stock Option
During the period under review your Company has not bought back any of its securities/has not issued any sweat equity shares / has not Issued any Bonus shares/ has not providedany Stock Option Scheme to its employees / has not issued any equity shares withdifferential rights.
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 2017-18. There areno unclaimed or unpaid deposits lying with Your Company.
ICRA has revised the Credit ratings of the Company. The details of Revised CreditRatings revised are as follows:
Change in the Nature of Business
There has been no change in the nature of Business of your Company during the year.
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.
Scheme of Amalgamation
During the year under review two of your company's wholly owned subsidiaries- DBMPLand DAPL were amalgamated with and into your Company pursuant to approval of the Schemeby the National Company Law Tribunal ("NCLT") Allahabad bench vide its orderdated 13th April 2017 and registration of the same with the ROC on 20thApril 2017.
The Scheme has become operational with effect from the appointed date i.e. 1stApril 2016 ("Appointed Date").
The rationale of the Scheme was to provide for integration of capabilitiesstreamlining of administration effective management system and operational flexibility asthe consolidation has resulted in consolidation of business operation of DBMPL and DAPLwith that of your Company. The entire business functions of DBMPL and DAPL including alltheir properties assets rights title interests liabilities obligations licenseslitigations and employees stand transferred to and vested in your Company as on theAppointed Date and DBMPL and DAPL stand dissolved without the process of winding up.
Since DBMPL and DAPL were the wholly owned subsidiaries of your Company noconsideration has been paid and the equity shares of DBMPL and DAPL held by your Companystand cancelled. Further the authorised share capital of DBMPL and DAPL stand transferredto your Company upon the Scheme becoming effective with effect from the Appointed Date.
Subsidiaries Joint Ventures or Associate Companies
A Joint Venture Company was incorporated on 8th February 2017 by the nameof AIL Dixon Technologies Private Limited whose business affairs are managed by yourCompany. In this regard a joint venture agreement was executed between your CompanyAditya Infotech Limited and AIL Dixon Technologies Private Limited on 8th May2017.
Except as stated above there were no Companies which became or ceased to be yourcompany's Subsidiaries joint ventures or associate companies during the year. As on 31stMarch 2018 your Company had the following Subsidiaries and Joint VentureCompanies:
1. M/s Dixon Global Pvt Ltd. ("DGPL")- Wholly owned Subsidiary
DGPL is authorised to carry on agency business in all its branches and to act as agentsfor Indian and Foreign principals to inter-alia sell purchase import and exportelectrical appliances and gadgets of all kinds.
2. M/s Padget Electronics Private Limited ("PEPL")- Joint Venture Companywith Karbonn Group which comprises of Mr. Pardeep Jain Mr. Ashish Aggarwal and Mr. SanjayJain.
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.
3. M/s AIL Dixon Technologies Private Limited ("ADTPL") - Joint Venture withAditya Infotech Limited.
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.
4. The Annual financial performance of the Subsidiary and Joint Ventures are as under:
- DGPL reported a profit of H53.56 Lakhs (previous year: H82.07 Lakhs)
- PEPL reported a profit of H790.18 Lakhs (previous year: H586.80 Lakhs)
- ADTPL reported a Loss of H(116.08) Lakhs [previous year: H(2.33) Lakhs] as thisCompany recently started commercial production.
Report on performance and financial position of each of the subsidiary associates andjoint venture companies included in the consolidated financial statement in Form AOC 1forms part of the Financial Statements of your Company.
In accordance with Section 136 of the Act the Audited Financial Statements includingthe Consolidated Financial Statements and related information of your Company and auditedaccounts of subsidiary are available on the website of your Company at
None of the above named Subsidiary and Joint venture Companies declared Dividend inFinancial Year 2017-18.
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 parts of the Notes to the financialstatements provided in this Annual Report.
Related Party Transaction
As per the provisions of the Act and the SEBI Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is also available on Company'swebsite 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. All related party transactions are placedbefore the Audit Committee for review and approval. Omnibus approval is also obtained forRelated Party Transactions on an annual basis for transactions which are of repetitive innature and/ or entered in the ordinary course of business and/or at arm's length basis.
All related party transactions/ arrangements that were entered into during thefinancial year were at an Arm's length basis or were in Ordinary Course of business.
The Particulars of contracts or arrangements with the related parties as required underSection 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 isattached as Annexure- I in Form AOC 2.
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
The Board of your Company in its Meeting held on 26th May 2018 hasapproved Dixon Technologies(India) Limited- Employees Stock Option Plan-2018 which issubject to approval of members at the ensuing Annual General Meeting.
Further there have been no Material changes and commitments affecting the financialposition of your Company which have occurred between the end of the Financial year of yourCompany to which the Financial Statements relate and the date of Board Report.
Your Company is into the business of providing Electronic Manufacturing Services and itoperates in the constant changing technological environment. Therefore your company hasestablished 4 pillars to sustain the ever changing market sentiments.
1 Scale: The strategies of your Company across all verticals should focus onutilisation of the Capacity in the most optimum way and to scale up the operations of yourCompany by increasing the production levels. The increase in scale of operations willincrease the cost effectiveness of a Product and ultimately increase the revenue andoverall profit margins.
2. Own design Manufacturing ("ODM"): Your Company strives to provide more ODMsolutions to its customers. This will give an edge to your Company against its competitorsin the Domestic and Global market.
3. Backward Integration: Your Company aims to robust its backward integration segment.Few measures have already been initiated in this respect.
4. New Customer acquisition: Your Company aims to increase its portfolio of Customersacross all verticals. Strategically inclined steps have been initiated in this respect.
Your Company strives to ensure that best corporate governance practices are identifiedadopted and consistently followed. Your Company believes that good governance is the basisfor sustainable growth of the business and for enhancement of stakeholder value.
Your Company is committed to the principles of 'Accountability' 'Transparency' and'Trusteeship' in its dealing with stakeholders. Accordingly in its endeavour to take abalanced care of stakeholders your Company adheres to good Corporate Governance practicesin its business. In terms of SEBI Listing Regulations a separate section title"Corporate Governance Report" with a compliance report on corporate governanceand a certificate from M/s. Shirin Bhatt & Associates Company SecretariesSecretarial Auditors of your Company regarding compliance of the conditions of CorporateGovernance forms part of 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") is at the core of your Company's Corporate Governance practices andoversees how management serves and protects the long term interest of its stakeholders. Itbrings strategic guidance leadership and an Independent view to your Company's Managementwhilst discharging its fiduciary responsibilities thereby ensuring that Managementadheres to the highest standards of ethics transparency and disclosure.
Your Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of executive non-executive and Independent Directorsincluding one woman Director. The Board provides strategic guidance and direction to yourCompany in achieving its business objectives and protecting the interest of thestakeholders. Your Board is also supported by five Committees viz. Audit CommitteeNomination & Remuneration Committee Corporate Social Responsibility CommitteeStakeholders' Relationship Committee Executive Committee of the Board. The Initial PublicOffer ("IPO") Committee of Board which was constituted to facilitate IPO of yourCompany was dissolved by the Board with effect from 07th February 2018.
Minimum one meeting of the Board of Directors is held in each quarter of the FinancialYear. The 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 theDirectors. The Board of Directors of your Company met Ten (10) times during the FinancialYear 2017-18 i.e. 3rd May 2017 18th May 2017 13thJuly 2017 10th August 2017 22nd August 2017 11thSeptember 2017 14th September 2017 14th November 2017 07thFebruary 2018 and 30th March 2018.
Details of attendance of Directors at Board Meetings of your Company held during theyear under review are as follows:
Resigned w.e.f. 3rd May 2017.
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 201718 and attendance of the Directors at such meetingis provided in the Corporate Governance Report.
Committees of the Board
The Board had duly constituted Audit Committee which is in line with the provisions ofthe Act read with SEBI Listing Regulations.
Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a memberof Audit Committee effective 3rd May 2017. Further Mr. Manoj Maheshwari hasbeen appointed as Independent Director on 3rd May 2017. The Boardre-constituted the Audit Committee on 3rd May 2017 in accordance with therequirements of the Act and other applicable provisions with Mr. Manoj Maheshwari as itsChairperson.
As on 31st March 2018 the Committee comprises of three Independent Directorviz. Mr. Manoj Maheshwari (Chairperson) Dr. R.C. Chopra Dr. Manuji Zarabi.
All members of Audit Committee are financially literate. The Audit Committee met Six(6) times during the financial year 2017-18 on 2nd May 2017 13thJuly 2017 10th August 2017 14th November 2017 07thFebruary 2018 and 30th March 2018. 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.
Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a memberof Nomination and Remuneration Committee effective 3rd May 2017. The Boardre-constituted the Nomination and Remuneration Committee on 3rd May 2017 inaccordance with the requirements of the Act and other applicable provisions.
As on 31st March 2018 the Committee comprises of 1 (One) Executive Directorviz. Mr. Sunil Vachani and 3 (Three) Independent Directors viz. Ms. Poornima Shenoy(Chairperson) Dr. Manuji Zarabi and Mr. Manoj Maheshwari.
The Nomination and Remuneration Committee met 3 (Three) times during the financial year2017-18 on 2nd May 2017 14th November 2017 and 30thMarch 2018.
The terms of reference and other details with respect to Nomination and RemunerationCommittee are enumerated under the "Corporate Governance Report" which formspart 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. The Committee looks after thefunctions as enumerated under Act.
Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a memberof CSR Committee effective 3rd May 2017.
As on 31st March 2018 the Committee comprises of two Executive Directors viz. Mr. Sunil Vachani (Chairperson) and Mr. Atul B Lall and one Independent Director viz.Dr. R.C. Chopra.
The CSR Committee met Three (3) times during the financial year 2017-18 on 13thJuly 2017 14th November 2017 and 7th February 2018.
The terms of reference and other details with respect to CSR Committee are 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
Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a memberof Stakeholders' Relationship Committee effective 3rd May 2017.
As on 31st March 2018 the Committee comprises of two Executive Directorsviz. Mr. Sunil Vachani and Mr. Atul B Lall and one Independent Director viz. Dr. ManujiZarabi (Chairperson).
The Stakeholders' Relationship Committee met two (2) times during the financial year2017-18 viz. on 14th November 2017 and 7th February 2018.
The terms of reference and other details with respect to Stakeholders' RelationshipCommittee are enumerated under the "Corporate Governance Report" which formspart of this Annual Report.
Your board has constituted the Executive Committee which undertakes matters related today to day affairs of your Company. The Committee comprises of two Executive Directors viz. Mr. Sunil Vachani and Mr. Atul B Lall who are members of this Committee as on 31stMarch2018.
Your Board had constituted the IPO (Initial Public Offer) Committee which was formedspecifically for matters related to IPO of your Company. The IPO Committee comprised oftwo Executive Directors viz. Mr. Sunil Vachani Mr. Atul B Lall and two IndependentDirectors viz. Dr. Manuji Zarabi and Mr. Manoj Maheshwari.
Further with the completion of the IPO of your Company successfully and purpose forwhich the Committee was formed being met the Board at its Meeting held on 7th February2018 had dissolved the Committee with effect from the said date.
Your Company has a Whistle Blower Policy which provides a vigil mechanism for dealingwith instances of fraud and mismanagement. The Board has adopted a "Whistle BlowerPolicy" which is overseen by the Audit Committee. Through the said Policy Directorsand employees can report concerns of unethical behavior actual or suspected fraud orviolation of the Company's 'Code of Conduct'.
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 2017-18.
The Whistle Blower Policy has also been uploaded on the website of your Company at
While the business risk is associated with operating environment ownership structureManagement System & Policy the financial risk lies in Asset Quality LiquidityProfitability and Capital Adequacy. Your company recognizes these risks and makes besteffort to mitigate them in time and ensure that your Company accepts risks based on therisk appetite of the organisation. Risk Management is also an integral part of yourCompany's business strategy. Business Risk Evaluation and Management is an ongoing processwithin the Organization. Your Company has adopted a Risk Management Policy and the same isavailable on the website of the Company and can be accessed at :
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
Your Company has adequate Internal Control Systems both financial and otherwisecommensurate with the size and nature of its business. Corporate Policies ManagementInformation and well defined reporting systems form part of overall control mechanism. Inorder to supplement the Internal Control process your Company has engaged the services ofM/s S S Kothari Mehta and Co. Chartered Accountants to function as Internal Auditors.
Also the Corporate Affairs Department ensures that your Company conducts itsbusinesses with high standards of compliance in legal statutory and regulatory. YourCompany has instituted an online legal Compliance Management System in conformity with thebest 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 Action taken Report which includesthe Committee's observation and recommendations. The said Committee regularly at itsMeeting reviews the status of such Action taken reports.
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 andCompany's operations in future.
Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT 9 is annexed herewith as Annexure-II.
Directors and Key Managerial Personnel who were appointed or have resigned during theyear
BOARD OF DIRECTORS- Details pursuant to Section 149 Section 152 and section 168 of theAct
The Board wishes to place on record its sincere appreciation for the valuable servicesrendered by Mr. Vishal Gupta and guidance extended by him during his tenure as Director ofthe Company.
Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Act as on 31st March 2018Mr. Sunil Vachani Executive Chairman Mr. Atul B Lall Managing Director Mr. GopalJagwan Chief Financial Officer and Mr. Ashish Kumar Group Company Secretary andCompliance Officer are the KMPs of Your Company.
Mr. Gopal Jagwan Chief Financial Officer and Mr. Ashish Kumar Gr. Company Secretaryand Compliance Officer were the Key Managerial Personnel of the Company in theirrespective capacity during the year.
Further your Company has appointed Mr. Saurabh Gupta as a Chief Financial Officer ofthe Company effective 4th May 2018 in place of Mr. Gopal Jagwan. Mr. GopalJagwan is heading "New project and Government liaisoning" and Mr. Saurabh Guptais designated 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. Atul B. Lall (DIN: 00781436) is liable to retire byrotation and being eligible offers himself for re-appointment.
Declaration of Independent Director of the Company
The Board of your Company as on 31st March 2018 comprises of SixDirectors out of which four Directors are Independent Directors. All the IndependentDirectors are appointed on the Board of Your Company in compliance with the applicableprovisions of the Act and SEBI Listing Regulations.
Your Company has received declarations from all the Independent Directors of yourCompany confirming that they continue to meet the criteria of Independence undersub-section (6) of section 149 of the Act and Regulation 16(b) of the SEBI ListingRegulations.
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 your Company natureof the industry in which your 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 link
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 SEBI.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the ExecutiveChairman and Managing Director was carried out by the Independent Directors. The directorshave expressed their satisfaction with the evaluation process.
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 30th March 2018without the attendance of non-independent Directors and members of Management.
In addition your Company encourages regular separate meetings of its independentdirectors to update them on strategies of your Company. At such meetings the Head of theDepartments of your Company make presentations with respect to the Vertical which they areheading. Such Meeting was conducted on 4th May 2018.
Auditors & Auditors' Report
M/s Singhi & Co. Chartered Accountants (FRN No- 302049E) retire at the ensuingAnnual General Meeting and are not eligible for re-appointment in view of the provisionsof the Act for mandatory rotation of Statutory auditors. The Audit Committee and the Boardof Directors at their respective Meetings held on 26th May 2018 haverecommended the appointment of M/s S. N. Dhawan & Co LLP (Firm registration number:000050N/N500045) as Statutory Auditors of your Company for a period of five years from theconclusion of the ensuing Annual General Meeting in compliance with section 139 of the Actupon receipt of confirmation that their appointment will be within the limits prescribedunder section 141 of the Act.
Further M/s Singhi & Co. Chartered Accountants present Statutory Auditors' havegiven their Report on the Financial Statements which are self-explanatory and which do notcall for any further clarifications. There has been no qualification reservation oradverse remarks made by the present Auditor in their report for the Financial Year ended31st March 2018 (Standalone and Consolidated). The Auditor's Report isunmodified i.e. it does not contain any qualification.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof your Company at their meeting held on 14th November 2017 appointed M/sShirin Bhatt & Associates Practicing Company Secretaries to undertake the SecretarialAudit of your Company.
The Secretarial Audit Report is annexed herewith as Annexure -III.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
M/s S S Kothari Mehta & Co Chartered Accountants perform the duties of internalauditors of your Company and their report is reviewed by the Audit committee quarterly.
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.
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 2017-18. The Cost Audit Report for the FY 2017-18 will be filed with theMinistry of Corporate Affairs.
Corporate Social Responsibility (CSR)
Your Company is committed to conduct its business in a socially responsible ethicaland environmental friendly manner and to continuously work towards improving quality oflife of the communities in its operational areas.
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 Companies Act 2013. 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/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 during the year under review 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 and hostels for womenand orphans; setting up old age homes day care centres and such other facilities forsenior citizens and measures for reducing inequalities faced by socially and economicallybackward groups.
Annual Report on Corporate Social Responsibility Activities of the Company is enclosedas Annexure -IV and forms part of this report.
Business Responsibility Report
The SEBI Listing Regulations mandates the top 500 listed companies by marketcapitalisation to give Business Responsibility Report ("BR Report") in theirAnnual Report describing the initiatives taken by the Company from an EnvironmentalSocial and Governance perspective in the format specified by the SEBI.
The concept of Business Responsibility Report lays down nine (9) core principles whicha Listed Company shall follow while undertaking its business operations. In terms ofaforesaid Regulations a separate section on "Business Responsibility Report"with a detailed compliance report forms part of this Annual Report and is enclosed asAnnexure- V.
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-VI.
Your Company has implemented the "Green Initiative" to enable electronicdelivery of notice/documents/ annual reports to shareholders. Electronic copies of theAnnual Report and notice of the 25th Annual General Meeting are sent to allmembers whose e-mail addresses are registered with the Company/Depository Participant(s).For members who have not registered their e-mail addresses physical copies of the AnnualReport and the Notice of the 25th Annual General Meeting are sent in permittedmode. Members requiring a physical copy may send a request to the Group Company Secretaryand 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 25th AnnualGeneral Meeting. This is pursuant to Section 108 of the Act read with relevant rulesthereon. The instructions for e-voting are provided in the Notice of the Annual GeneralMeeting.
In furtherance of the aforesaid principle of "Green Initiative" your Companyhas decided to forego the practice of printing financial statements of its subsidiary aspart of the Company's Annual Report with a view to help the environment by reducing paperconsumption as it results in reduced carbon footprint for the Company. However theaudited financial statements of the subsidiary are available on our website
People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.
Your Company recognizes people as its most valuable asset and your Company has kept asharp focus on Employee
Engagement. Your Company's Human Resource is commensurate with the size nature andoperations of your Company. As on 31st March 2018 your Company has 780permanent employees and 2399 contract labour.
Company's Industrial Relations continued to be harmonious during the period underreview.
Particulars of Employees and Remuneration
The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as under:
1. The ratio of remuneration of each Director to the Median Remuneration of allemployees of the Company for the financial year who were on the payroll of the Companyand the percentage increase in remuneration of the Directors during the financial year2017-18 are given below:
2. Mr. Vishal Gupta had resigned from the Directorship w.e.f. 3rd May 2017.Also Dr. R.C. Chopra Dr. Manuji Zarabi Mr. Manoj Maheshwari and Ms. Poornima ShenoyIndependent Directors were paid only sitting fee.
3. The percentage of increase in remuneration of CFO and the CS are 15% & 0 %respectively. The percentage increase in the median remuneration of employees in thefinancial year: 15%
4. The number of permanent employees on the rolls of the Company: 780.
5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The percentage increase in the salaries of employees other than the managerialpersonnel in the last financial year is 13.8% as against increase of 15% in theremuneration of the Executive Chairman and Managing Director. The increment given to eachindividual employee is based on the employee's potential experience as also theirperformance and contribution to the Company's progress over a period of time.
6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees adopted by the Company.
Further the statement containing names of top ten employees in terms of remunerationdrawn and the particulars of employees as required to be furnished pursuant to Section 197(12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this Annual Report. However as per the provisions ofSection 136 (1) of the Act the reports and accounts are being sent to all the Members ofyour Company excluding the statement of particulars of employees. In terms of Section 136of the Act the said Statement is open for inspection at the Registered Office of theCompany. Any shareholders interested in obtaining a copy of the same may write to theCompany Secretary at email@example.com.
Director's Appointment And
Your Company's policy on directors' appointment and remuneration includes criteria fordetermining qualification positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 as isadopted by the Board.
Your Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors and Key Managerial Personnel on the Board. As per said 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:
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 made thereunder.
The policy aims at prevention of harassment of women at workplace and lays down theguidelines for identification reporting and prevention of sexual harassment. There is anInternal Complaints Committee (ICC) which is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the policy.
The Company has not received any complaint of sexual harassment at workplace during theyear under review.
Reporting of fraud by Auditors other than those which are reportable to the CentralGovernment
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 your Company as the provisions of thesaid Section are not applicable.
Changes in Memorandum of Association
Following key changes have been made in the Memorandum and Articles of Association ofYour Company during the year under review and at the date of writing this report:
Explanation for Deviation(s)/Variation(s) in use of proceeds from objects stated inoffer document
Pursuant to Regulation 32(4) 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.
Compliance of Applicable Secretarial Standard
During the reporting financial year your Company has duly complied with all theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Awards & Recognitions
Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 your directors hereby confirmthat:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2018 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 2018 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.
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Boards ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.