As on: Jun 02, 2023 12:39 AM
Dear Member(s),
Your Directors take immense pleasure in presenting the 29th Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31st March, 2022. The consolidated performance of the Company, its Subsidiaries and Joint Ventures have been referred to wherever required.
Financial Summary / Performance of the Company (Standalone & Consolidated)
The Company's financial results are as under:
Standalone
Consolidated
For the financial year ended
Overview and State of Company's Affairs
India demonstrated strong resilience in the face of crisis and is experiencing a steady and rapid recovery. The bolstered economic activities can be attributed to the easing of mobility restrictions, and wide availability of vaccines. Additionally, with accommodating fiscal and monetary policies and strong emphasis on asset creation, the Government of India (GOI) is offering significant impetus for further growth. Despite the uncertainty looming over the unorganised sector, the economy witnessed significant growth in corporate profits especially in Q3. The October-December 2021 period also experienced a rise of 7% in private consumption.
The upswing of the Indian economy is also attributable to the fading supply-chain disruptions. However, supply-side imbalances were still strong in Q3. Your Company offered excellent agility while responding to the supply disruptions, which drove the overall revenue growth in the year under review. The Company experienced a strong demand, owing to gradual rise in discretionary income and is expecting a strong demand resilience for the upcoming quarters. However, owing to elevated commodity and freight costs, the ODM business is likely to experience certain marginal pressures.
Your Company has carved out a firm place in the Indian EMS industry. It aims at retaining and diversifying its clientele by delivering advanced solutions. Furthermore, your Company received 5 approvals under the PLI scheme of GOI including that for manufacturing of Mobile, Telecom & Networking Products, IT Hardware, Air Conditioners and LED Lighting, which is likely to redefine your Company's revenue model. With its extensive goal of mass production, your Company is emerging stronger every day.
This fiscal, most of the business verticals of the Company experienced a consistent order book. The wearables and hearables segment of the Company is expecting major traction as a result of its partnership with Imagine Marketing Limited. Your Company's partnership with Rexxam Co. Ltd. and Beetel Teletech Limited for manufacture of Printed Circuit Boards
Your Company's ranking in terms of market capitalisation is 182 as on 31st March, 2022 on National Stock Exchange of India Ltd. & 184 on BSE Ltd. for Air-Conditioners and Telecom Products, respectively, is expected to be a game changer for the Company. Also, with the immense growing opportunities in the refrigerator segment, we are optimistic of delivering industry leading quality products to our customers. To summarise, your Company is looking at a promising future, with its high revenue potential defined by the largest capacities in India.
Appropriations
Dividend
The Directors are pleased to recommend a dividend of Rs.2/- per equity share of face value of Rs.2/- each (@100%), payable to those shareholders whose name appears in the Register of Members of your Company as on 16th August, 2022. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") to be held on 23rd August, 2022.
The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"). The Dividend shall be payable in accordance with the Dividend Distribution Policy, which is available on the website of your Company at https:// dixoninfo.com/ison/dixon/codes-policu/dividend-distribution- policu.pdf. There has been no change in the said policy during the year.
The Register of Members and Share Transfer Books of your Company shall remain closed from 17th August, 2022 to 23rd August, 2022 (both days inclusive) for the purpose of payment of final dividend for the financial year ended 31st March, 2022 at the ensuing Annual General Meeting.
Transfer to Reserves
Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.
Share Capital Structure
There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.
During the year under review, your Company has allotted 7,72,580 Equity shares of Rs.2/- each pursuant to exercise of Employee Stock Options by eligible employees under Dixon Technologies (India) Limited - Employee Stock Option Plan, 2018 and Dixon Technologies (India) Limited - Employee Stock Option Plan, 2020, collectively. Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was also increased.
Further, 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 issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.
Details of Employees Stock Options
Your Company has, from time to time, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee's contribution to the organisation. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.
DIXON ESOP 2020
The members of your Company at 27th Annual General Meeting held on 29th September, 2020 approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN- 2020 ("DIXON ESOP 2020") for the present and/or future permanent employees of your Company and its present and future subsidiary Company (ies) ("employees"). The Board had approved the constitution of 'share allotment committee' to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2020. During the year under review, the share allotment committee allotted 2,46,230 equity shares of Rs.2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2020.
DIXON ESOP 2018
At the 25th Annual General Meeting of your Company held on 25th July, 2018, the members had approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN, 2018 ("Dixon ESOP 2018"). The Board had approved the constitution of 'share allotment committee' to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2018. During the year under review, the share allotment committee allotted 5,26,350 equity shares of Rs.2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2018.
Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and sweat equity) Regulations, 2021 are set out in Annexure I to this Report.
Further, details of options granted and exercised are included in the notes to accounts forming part of Standalone financial statements.
Credit Rating
The details of Credit Ratings as provided by ICRA Limited are as follows:
During the year under review, the credit ratings were re-affirmed.
Investor Education and Protection Fund
During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).
Deposits
During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2021-22. There were no unclaimed or unpaid deposits lying with your Company.
Change in the Nature of Business
There has been no change in the nature of business carried on by your Company or its subsidiaries during the year under review.
Consolidation of Financials
In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of this Annual Report.
Subsidiaries, Joint Ventures or Associate Companies
1. Dixon Global Private Limited
Dixon Global Private Limited ("DGPL") is a 100% subsidiary of your Company.
DGPL is authorised to carry on agency business in all its branches and to act as agents for Indian and Foreign principals to, inter-alia, sale, purchase, import and export of electrical appliances and gadgets of all kinds.
DGPL reported a profit of Rs.131.20 Lakhs in F.Y. 2021-22 (previous year: Rs.61.33 Lakhs).
2. Padget Electronics Private Limited
Padget Electronics Private Limited ("PEPL") is a 100% Subsidiary of your Company.
PEPL is engaged in the business of manufacturing, selling, exporting, repairing or dealing in mobile phones of all kinds and related components, parts, spares, devices and accessories.
PEPL reported a profit of Rs.2,865.35 lakhs in F.Y. 2021-22 (previous year: Rs.302.62 Lakhs).
3. AIL Dixon Technologies Private Limited
AIL Dixon Technologies Private Limited. ("ADTPL") is a Joint Venture Company of your Company.
ADTPL is principally engaged in the business of assembling, manufacturing and selling CCTV security cameras, DVRs, IP cameras, cables, power supply, video door phones, bio metrics and allied products.
ADTPL reported a Profit of H1,798.54 lakhs in F.Y. 2021-22 (previous year: Rs.809.75 Lakhs).
4. Dixon Electro Appliances Private Limited
Dixon Electro Appliances Private Limited ("DEAPL") was a Wholly owned Subsidiary of the Company during the year. However, pursuant to Joint Venture Agreement dated 9th November, 2021 between your Company and Beetel Teletech limited effective 7th January, 2022 your Company holds 51% of the shareholding of DEAPL, thus making it Subsidiary of your Company.
It has reported a profit of Rs.102.35 lakhs in F.Y. 2021-22 (previous year loss of Rs.0.12 Lakhs)
5. Dixon Electro Manufacturing Private Limited
Dixon Electro Manufacturing Private Limited ("DEMPL") 100% Subsidiary of your Company, incorporated on 16th March, 2021. It has reported a Loss of Rs.21.27 lakhs in F.Y. 2021-22 (previous year loss of Rs.0.12 Lakhs)
The Company is yet to commence its business.
6. Dixon Technologies Solutions Private Limited
Dixon Technologies Solutions Private Limited ("DTSPL") 100% Subsidiary of your Company, incorporated on 16th March, 2021. It has reported a Loss of Rs.2.63 lakhs in F.Y. 2021-22 (previous year loss of Rs.0.12 Lakhs)
7. Rexxam Dixon Electronics Private Limited (Formerly known as "Dixon Devices Private Limited")
Rexxam Dixon Electronics Private Limited ("RDEPL") was a Wholly owned Subsidiary of the Company during the year. However, pursuant to Joint Venture Agreement dated 12th January, 2022 between your Company and Rexxam Co. Ltd, effective 23rd March, 2022 your Company holds 40% of the shareholding of RDEPL, thus making it Joint Venture Company of your Company.
It has reported a Loss of Rs.14.86 lakhs in F.Y. 2021-22 (previous year loss :Not applicable)
8. Califonix Tech and Manufacturing Private Limited
Your Company pursuant to Joint venture Agreement dated 17th January, 2022 between the Company and Imagine Marketing Limited, incorporated a Joint venture company named "Califonix Tech and Manufacturing Private Limited" on 26th April, 2022.
The first financial year will end on March 31st, 2023 and the Company is yet to commence its business.
A statement containing the salient features of the Financial Statement of the Subsidiaries and Joint Venture Companies in the prescribed format AOC-1 forms part of the Consolidated Financial Statements of your Company.
In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of your Company and audited accounts of Subsidiaries are available on the website of your Company at www.dixoninfo.com.
None of the above named Subsidiaries and Joint venture Companies declared any Dividend during the Financial Year 2021-22.
During the year, Padget Electronics Private Limited wholly owned subsidiary of your Company, was a material subsidiary, as per SEBI Listing Regulations. In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of one of the Independent Directors of your Company on the Board of material subsidiaries was applicable only to said wholly owned subsidiary.
Independent Audit Reports of the material subsidiaries are available on the website of your Company. The Secretarial
Audit report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:
Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by your Company's Audit Committee;
Minutes of Board meetings and Committee(s) of subsidiary companies are placed before the Company's Board regularly;
A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company's Board;
The Company's Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at https://dixoninfo.com/ison/dixon/codes-policu/ PolicuonMaterialSubsidiaru06042020.Ddf
Furthermore, pursuant to Regulation 24A of SEBI Listing Regulations, read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India, the Secretarial Audit report (MR-3) of Material Subsidiary i.e. Padget Electronics Private Limited forms part of the Annual Report.
Particulars of Loans, Guarantees or Investments Made U/S 186 of the Act
Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the Financial Statements provided in this Annual Report. All the loans, guarantees & securities are given and investments are made for the Business purpose.
Related Party Transaction
In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company's website at https://dixoninfo.com/ison/dixon/codes-policu/RPT%20Policu-F-01042022.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties. The said policy was amended on w.e.f. 1.4.2022.
All related party transactions are placed before the Audit Committee and also the Board for approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.
Further, during the year, your Company has entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI Listing Regulations. These transactions are in the ordinary course of business and are on arm's length basis. In view of the above, disclosure in Form AOC-2 is not applicable.
For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.
Material Changes and Commitments affecting the Financial Position of your Company and Material Changes between the Date of the Board Report and End of the Financial Year
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.
During the year, your Company had entered into strategic partnerships as per following details:
a. Joint Venture Agreement ("JVA") with Beetel Teletech Limited ("Beetel") dated 9th November, 2021. Pursuant to the said JVA, Dixon Electro Appliances Private Limited ("JV Company"), previously wholly owned subsidiary of your Company, is 51% owned by your Company & 49% owned by Beetel. The JV Company has received approval under PLI scheme of Government of India for manufacturing of Telecom and Networking Products in India and in accordance with the same, it will undertake manufacturing of telecom and networking products, inter-alia GPON's, ONT's, modems, routers, set top boxes, lOT devices, etc for the telecom sector/industry.
b. Joint Venture Agreement ("JVA") with Rexxam Co. Ltd ("Rexxam") dated 12th January, 2022. Pursuant to the said JVA, - Rexxam Dixon Electronics Private Limited ("formerly known as Dixon Devices Private Limited" which was wholly owned subsidiary of your Company, is 40% owned by your Company & 60% owned by Rexxam. The JV Company has received approval under PLI scheme of Government of India under White Goods category and in accordance with the same, it will undertake manufacturing of Printed Circuit Boards for Air-Conditioners (PCBA) for the domestic and international market.
c. Joint Venture Agreement ("JVA") with Imagine Marketing Limited ("Boat") dated 17th January, 2022. The JV Company- Califonix Tech and Manufacturing Private Limited was incorporated on 26th April, 2022 Pursuant to said JVA, each JV Partner holds 50% equity in the said JV Company. The JV Company shall undertake manufacture of Blue tooth enabled audio devices.
Future Outlook
Despite the calamitous 2nd wave and its severe impact on health, it proved to be less economically damaging against the complete lockdown of 2020. The service sector, which was largely impacted by the pandemic is gradually recovering. Owing to the GOI led PLI scheme, the industry is expecting generous investments. Also against the backdrop of India's advanced electronic ecosystem and new-cost structures, global players are choosing India as their alternative manufacturing base and thus driving major growth.
The demand for electronic items is surging owing to rapid digitisation, in terms of accelerated adoption of advanced technologies such as IoT. The shift in consumer behaviour and rise in expenditure for premium products also contribute to the growth. Considering affordable input prices and competent workforce, India is likely to become the back office for the global EMS industry.
Your Company is strongly enterprising on promising opportunities and government aids, resulting with the Company becoming the only one to attain the threshold for revenues and investments under the PLI scheme. Your Company is diversifying its geographical footprints to cater to the surged demand with in the consumers. This helps the Company maintain a steady order book. In its endeavour to stay ahead in competition, Dixon has employed backward integration strategy and is redefining its capacity as well. Moreover, the Company is catering to the demands of several prominent players with its advanced design manufacturing across segments.
Your Company is committed to adhere to stringent quality standards and further drives the demand with increased production speed and full process automation. Your Company is actively progressing towards industry 4.0 and has employed digitisation in its certain business processes, particularly in logistics and production planning. To ensure further growth, the Company has made significant investments in innovation and in development of robust R&D capabilities. Beyond capacity expansion, your Company is also committed to make a huge investment and thus augment its margins.
Corporate Governance
Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance.
To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.
It gives us immense pleasure to inform you that during the year your Company won the prestigious Golden Peacock Award for Excellence in Corporate Governance, validating the Company's constant efforts to set new benchmarks in corporate excellence. To identify its ethical management policies and collaborative style of governance, your Company was evaluated across a range of parameters.
In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report. A Certificate of the CEO and CFO of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
Board of Directors, Its Committees and Meetings thereof
The Board of Directors (the "Board") are responsible for and committed to sound principles of Corporate Governance in your Company.
The Board's focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting your Company's overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as strategic decisions and connected transactions.
The Board has delegated part of its functions and duties to Executive committee and day-to-day operational responsibilities are specifically delegated to the management.
Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Eight Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Executive Committee of the Board, Risk Management Committee, Share Allotment Committee and Research & Development Committee.
Your Company holds minimum of 4 (four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.
The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 7 (seven) times during the Financial Year 2021-22 i.e. 9th April, 2021, 27th May, 2021, 27th July, 2021, 29th October, 2021, 6th January, 2022, 28th January, 2022 and 25th March, 2022.
The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act.
Committees of the Board
The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Corporate Social Responsibility Committee
D. Stakeholders' Relationship Committee
E. Risk Management Committee
F. Executive Committee
G. Share Allotment Committee
H. Research & Development Committee
A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report".
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.
Vigil Mechanism
Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The directors, employees, business associates have direct access to the Chairman of the Audit committee. The vigil mechanism has been explained in detail in the "Corporate Governance Report".
Risk Management
Your Company has adopted risk management policy, which covers five aspects: Strategic risks, Operational Risks, Compliance Risks, Financial &, Reporting Risks and Cyber Risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
In Line with the SEBI Listing Regulations, your Company has set up a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are provided elsewhere in this report.
Risk Management is also an integral part of your Company's business strategy. Business Risk Evaluation and Management is an ongoing process within the Organization. The same is available on the website of the Company and can be accessed at:https://dixoninfo.com/ison/dixon/codes-DoLicu/Risk%20 Manaqement%20PoUcu%20-%2018062022.pdf.
Despite of the Covid-19 impact, your Company's sales and manufacturing activities improved, owing to better planning and management and your Company delivered remarkable numbers during the FY 2021-22. Also, during these challenging times, your Company's focus had always been on ensuring the health and safety of our employees.
Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users:
a) Using firewalls on the network.
b) Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.
c) Strong password policy.
d) Automatic backup is scheduled for critical users.
e) Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.
f) External drives are blocked.
In the opinion of the Board, there are no risks that may threaten the existence of your Company.
Adequacy of Internal Controls systems and Compliance with Laws
Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorised use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. Your Company has an independent internal audit function supported by dedicated outsourced teams. Every quarter, the Audit Committee of the Board is presented with key concerns and the actions taken by your Company on concerns highlighted. Also, the Audit Committee, provide their observation, suggestions and recommendations and seek Action Taken Reports from Management of the Company. The said Committee regularly at its meeting, reviews the status of such Action Taken Reports. In order to supplement the Internal Control process, your Company has engaged the services of M/s Ernst & Young LLP, to function as Internal Auditors.
Also, the Corporate Affairs Department ensures that your Company conducts its businesses with high standards of compliance in legal, statutory and regulatory areas. Your Company has instituted an online Legal Compliance Management System in conformity with the best Industry standards which gives the compliance status on real time basis.
The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future
During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and your Company's operations in future.
Also, there had been no application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.
There was no instance of onetime settlement with any Bank or Financial Institution.
Annual Return
The Annual Return of your Company for the FY 2021-22 shall be placed on the website at www.dixoninfo.com in due course.
The link to access Annual Return for previous Financial year 2020-21 is https://dixoninfo.com/ison/dixon/annual-qeneral-meetinq/Annual%20Return%20-%20Form%20MGT-7. pdf.
Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year
Directors
During the year under review, Dr. Rakesh Mohan, who was appointed by the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company in capacity of Non-Executive & Independent Director with effect from 2nd February, 2021 for a term of 5 (five) consecutive years, was appointed as Non executive and Independent Director by the Members of the Company at the Annual General Meeting of the Company held on 28th September, 2021.
Apart from the above, there were no other appointment and resignations of directors and/or Key Managerial Personnel of the Company.
Key Managerial Personnel ("KMPs")
Pursuant to the provisions of Section 203 of the Act, as on 31st March, 2022 Mr. SuniL Vachani, Executive Chairman & Whole Time Director, Mr. Atul B Lall, Vice Chairman & Managing Director, Mr. Saurabh Gupta, Chief Financial Officer and Mr. Ashish Kumar, Group CS, Head- Legal & HR of the Company are the KMPs of your Company.
There was no change in the KMP of the Company during the period under review.
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 be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Atul B.Lall (DIN: 00781436) is liable to retire by rotation 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 7 (seven) Directors. The composition includes 5 (five) Independent Directors. ALL the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.
Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence 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 for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.
Familiarization Programme for the Independent Directors
In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details 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/ison/dixon/codes- policu/Code_for_Independent_Director_and_fami[iarization_ proqramme_Final-27042022.pdf.
Board and Director's Evaluation
Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its Committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI").
To facilitate the evaluation process, Board and its Committee's self-evaluation questionnaires were circulated to the Board members and respective Committee members and an online link was also provided to the Board members and respective Committee members wherein an option was provided to the Board and committee members to fill in the said questionnaires online.
Basis the results of the aforesaid questionnaire and feedback received from the Directors and respective Committee members, the performance evaluation of the Independent Directors were carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Executive Chairman, Vice Chairman and Managing Director was carried out by the Independent Directors. The directors have 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 of Independent Directors was held during the year i.e. on 25th March, 2022, without the attendance of non independent Directors and members of Management.
In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.
Auditors & Auditors' Report
Corporate Social Responsibility (CSR)
Your Company has been constantly working towards promoting equality, including and empowering the under-represented and underserved communities. Your Company invests in the areas of education, inclusion and livelihood through non-profits and social enterprises. Your Company's constant endeavour has been to support initiatives in the chosen focus areas of CSR, including certain unique initiatives. It has attempted to look into the solutions to disrupt the status quo and bring in fresh thinking to the existing problems of exclusion, deprivation and poverty.
Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance report.
The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the following link: https://dixoninfo.com/ison/dixon/codes-Dolicu/Corporate%20Social%20ResDonsibilitu%20Policu%20-%20 51.05.2021.pdf
Annual Report on Corporate Social Responsibility Activities of your Company is enclosed as Annexure - III and forms a part of this report.
Business Responsibility Report
Your Company's business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management systems integrated with the business process. Your Company has adopted Business Responsibility 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 given in Annexure - IV.
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 of the Companies (Accounts) Rules, 2014, are set out in Annexure- V.
Green Initiative
Your Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report for the F.Y. 2021-22 and notice of the 29th Annual General Meeting are being sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) as on the record date i.e. 29th July, 2022. For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants.
Your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 29th Annual General Meeting beginning from 9:00 a.m. on 20th August, 2022 (Saturday) till 5:00 p.m. on 22nd August, 2022 (Monday). This is pursuant to section 108 of the Act read with relevant rules thereunder. The instructions for e-voting are provided in the Notice of the Annual General Meeting. In furtherance of the aforesaid principle of "Green Initiative", your Company has decided to forego the practice of printing financial statements of its subsidiary as part of the Company's Annual Report with a view to help the environment by reducing paper consumption. However, the audited financial statements of the subsidiary(ies) alongwith Auditors' Report thereon are available on our website www.dixoninFo.com .
Human Resources
Your Company employs 13,726 individuals (including third- party contractual employees) which is its most valuable asset, which propel the Company forward through their competencies, skills, and knowledge. The Company provides to its employees a supportive and safe working environment at the workplace. To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Company's efficient operations. Your Company has always promoted employees (including workers) to actively participate in various engagement activities which the company organizes every month. The Human Resource Department creates a yearly engagement calendar and monitors it on monthly basis. Last year company organized around 38 engagement activities for its employees. Some of the employee engagement activities are showcased below:
• Republic Day celebration
• Cardiac Camp
• Holi Celebration
• Zumba activity
• Cross Functional Meet
• Team Building exercise
• Festival Celebrations
• Foundation Day celebration
• Monthly Birthday celebration
• Family Get together
Welfare arrangements for employees (Health check-ups, etc.)
From time to time your company keeps on doing benevolence activities for its employees. During the Covid-19 pandemic, company played a pivotal role in safeguarding the health of its employees. It procured Oxygen concentratorand provided them to its employees suffering from Covid. Your company also gifted oxygen concentrators to local administration for larger cause of saving mankind from this dreaded disease. Procurement of oxygen concentrators were done in timely basis so as to reach out the needy person. Your Company also ensured that every employee/worker should have mediclaim coverage. Besides this, free annual health checks- up are being done for workers.
The organization has organized various webinars on mental wellbeing, physical fitness, ayurvedic healing, cancer awareness, yoga classes etc.
Measures taken to motivate employees:
ESOP's is one of the way of motivating the employee that is generally given based on the performance of the individual. Every month, "Best Operator" award is being given to the Best performer of the unit across all locations. Learning and Development is considered to be one of the important aspects of the organization and the units' are motivated by rewarding the top 3 units with certificate of merit.
Your Company believes in work diversity and ensures that it has a mixed workforce irrespective of caste, creed, religion and gender. Your Company has representation from all sects of the society thereby ensuring diversity in workforce. Your company has representation of women at workplace. In few of our units, we have only women workforce who runs the entire production line. Similarly in other units, your Company has good strength of women workforce in the shop floor. Your Company believes in equal pay parity irrespective of gender. All the workforce are paid based on their skill level.
Your Company is aiming to become more inclusive and therefore the promotion of gender diversity has been one of the key features of our talent strategy. From setting a specific target to improve women's participation in the workforce for the next three years to implementing programs and policies that improve worker diversity, your company has clear objectives to improve worker engagement and build trust. Your Company has a 'Zero Tolerance' policy towards any kind of discrimination and harassment at the workplace. We are an equal opportunity employer providing equal remuneration for women and men.
As per the Great Place to Work ("GPTW") survey results, your Company has been certified as "GREAT PLACE TO WORK"
Particulars of Employees and Remuneration
The Disclosures pertaining to remuneration and other details of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the annexure forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or alternatively write to the Company at investorrelations@dixoninfo.com and the same will be furnished to the members.
Also, during the year under review, Mr. Sunil Vachani and Mr. Atul B. Lall have received consultancy fees amounting to Rs.24,00,000 and Rs.12,00,000 per annum, respectively, from Padget Electronics Private Limited for providing their expertise in the field of EMS to Padget Electronics Private Limited.
Director's Appointment and Remuneration Policy
Your Company's policy on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.
Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at the following Link: https://dixoninfo.com/ison/dixon/codes-policu/nomination-and-remuneration-policu.pdf.
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 for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said 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 contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. Your Company has complied with the provisions relating to the constitution of the internal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.
The following is a summary of sexual harassment complaints received and disposed of during the year:
a. No. of complaints received: 0
b. No. of complaints disposed of: NA
c. No. of complaints pending: 0
Also, the Company had organised sexual harassment training programmes, from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation. From time to time the Internal Complaints Committee organises awareness sessions at the manufacturing facilities of the Company. During the year under review, the Company organised 60 workshops or awareness programmes on sexual harassment (from 1st January, 2021 till 31st December, 2021).
Reporting of Fraud By auditors
There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.
Disclosure in Respect of Voting Rights not Exercised Directly By Employees
No disclosure is required under Section 67(3)(c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.
Compliance of Applicable Secretarial Standard
During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Listing on Stock Exchanges
The Company's shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").
Directors Responsibility Statement
In terms of Section 134(5) of the Act, your directors hereby confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts for the financial year ended 31st March, 2022, on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Key Financial Ratios
The Key financial ratios for the financial year ended 31st March, 2022 forms part of the Management Discussion and Analysis Report.
Acknowledgment
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.