| Description of state of companies affair Brief description of the Company’s working during the year/State of Company’s affair Your Company has performed well on all fronts. The Total turnover and EBIDTA of your Company as well as the entire group has increased. The reverse logistics business has also witnessed sharp increase as your Company has added new verticals of television and mobile repair business. Further, yourCompany has also witnessed increase in the business of repair and refurbishment of STB and therefore is an important component of total turnover of your Company. Your Company has also created several centers for refurbishment for various clients across the country. During the year, Your Company sold its stake from its Associate My Box Technologies by way of disinvestment as the same was not turning out to be beneficial for your Company.Your Company made further investment in its subsidiaries Dixon Appliances Private Limited and Dixon BhurjiMouldingPrivate Limited and thereby making them Wholly owned subsidiaries of your Company. Since both these companies have similar business of electronics, it was consideredto take 100% stake in both the Companies which could result in major turnaround for the Dixon Group. Your Company was able to achieve the same with its focused efforts as the financials of both these Companies have shown steep rise in the profits as also depicting efficiency in the management as follows: Dixon Appliances Particulars 2015-16 (Rs. In Lacs) 2014-2015 (Rs. In Lacs) % Increase Turnover 13046.66 10796.23 20.84 Profit Before Tax 532.07 152.50 248.89 Dixon BhurjiMoulding Particulars 2015-16 (Rs. In Lacs) 2014-2015 (Rs. In Lacs) % Increase Turnover 6024.024 5616.353 7.26 Profit Before Tax 281.691 146.823 91.86 Apart from above your Company has also moved an application for merger of Dixon Appliances and Dixon BhurjiMoulingwith and into the Company and the matter is sub-judice. Your Company shall reap the advantages of merger like synergies of common administration, bigger organization, non-duplicity of expenses etc. This will reduce the expenses and increase the profitability of your Company. Your Company has added a new vertical by investing in Mobile Manufacturing business in a Joint Venture in the Company Padget Electronics Private Limited. Apart from the above your company and the group as a whole had following achievements during the previous year: ? in all the group Companies the Profit and EBIDTA has increased; ? there is a positive cash flow in your Company because of better current assets management; ? bank Borrowings of your Company as well as the Group Borrowings have reduced; ? Your Company has made substantial investment in the LED light business; ? Your Company has migrated to LED ODM Television business. The Management expects that your Company shall continue its growth story in future also and will be able to achieve its expected business plans in coming years. Details regarding energy conservationa. Conservation of energy: (i) the steps taken or impact on conservation of energy; Awareness program implemented in the Company for energy conservation, Further the Company continuously evaluates new technologies and techniques to makeinfrastructure more energy efficient. (ii) the steps taken by the company for utilising alternate sources of energy; New recourses of alternative energy are being identifying by Company (iii) the capital investment on energy conservation equipment’s; Company is investing in more advanced machines to increase productivity without substantially increasing power consumption. Details regarding foreign exchange earnings and outgoc. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as under: Foreign Exchange Outgo : Rs. 1782889122.16 Foreign Exchange Earnings: Export (FOB Basis) - Rs. 14,37,60,526/- Details regarding technology absorptionTechnology absorption: (i) the efforts made towards technology absorption; The company is developing design for LED Bulbs, Smart Washing Machines and Smart LED TVs. (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; • Your company is now technically more capable of developing any kind of Electronic items as per our customer requirement. • Has resulted in increased market share with reduced costs. This has helped the Company in negotiating orders with more OEMs. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- S No. PARTICULARS (a) Technology imported. Nil (b) Year of import. Not Applicable (c) Has technology been fully absorbed? Not Applicable (d) If not fully absorbed, areas where this has not taken place. reasons there for and future plans of action. Not Applicable (iv) the expenditure incurred on Research and Development. (a) Capital NIL (b) Recurring Rs. 19,081,111/- (P.Y. Rs. 1,4 4,12,072/-) (c) Total Rs. 19,081,111/- (P.Y. Rs. 1,4 4,12,072/-) (d) Total R & D expenditures as a percentage of total turnover15%. Disclosure in board of directors report explanatoryTo, The Members, Dixon Technologies (India) Private Limited Your Directors have pleasure in presenting their 23 RD Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31 st , 2016. 1. Financial summary or highlights/Performance of the Company (Standalone) | | | | | Profit Before Interest & Depreciation& Exceptional items | 4144.74 | 2456.38 | Less : Financial Charges | 718.78 | 609.08 | Depreciation | 647.95 | 539.54 | Exceptional items | 119.54 | - | Profit Before Tax And Provisions | 2658.47 | 1307.76 | Less : Provisions | | | - Current tax | 575.68 | 310.00 | - Deferred tax | -0.70 | 128.72 | -Tax Credit Entitlement U/s 115JAA | -51.13 | -57.33 | -Tax Credit written back U/s 115JAA | -4.99 | 0.00 | - short/(Excess)provision of Tax for Earlier Years | -3.71 | 6.31 | | | | Balance in Profit & Loss A/c | | | Surplus available for Appropriation | | | | | | Interim dividend on Equity Shares | 387.89 | 31.03 | Dividend Tax on Interim Dividend | 78.97 | 6.20 | Balance carried to Balance Sheet | | |
During the Year Interim Dividend was declared three times by the Company @ 25%, @30% and @70%, respectively. The Board does not recommend any further dividend. The amounts, if any, which the Board proposes to carry to any reserves is to be given: 4. Brief description of the Company?s working during the year/State of Company?s affair Your Company has performed well on all fronts. The Total turnover and EBIDTA of your Company as well as the entire group has increased. The reverse logistics business has also witnessed sharp increase as your Company has added new verticals of television and mobile repair business. Further, yourCompany has also witnessed increase in the business of repair and refurbishment of STB and therefore is an important component of total turnover of your Company. Your Company has also created several centers for refurbishment for various clients across the country. During the year, Your Company sold its stake from its Associate My Box Technologies by way of disinvestment as the same was not turning out to be beneficial for your Company.Your Company made further investment in its subsidiaries Dixon Appliances Private Limited and Dixon BhurjiMouldingPrivate Limited and thereby making them Wholly owned subsidiaries of your Company. Since both these companies have similar business of electronics, it was consideredto take 100% stake in both the Companies which could result in major turnaround for the Dixon Group. Your Company was able to achieve the same with its focused efforts as the financials of both these Companies have shown steep rise in the profits as also depicting efficiency in the management as follows: | | (Rs. In Lacs) | (Rs. In Lacs) | | Turnover | 13046.66 | 10796.23 | 20.84 | Profit Before Tax | 532.07 | 152.50 | 248.89 |
| | (Rs. In Lacs) | (Rs. In Lacs) | | Turnover | 6024.024 | 5616.353 | 7.26 | Profit Before Tax | 281.691 | 146.823 | 91.86 |
Apart from above your Company has also moved an application for merger of Dixon Appliances and Dixon BhurjiMoulingwith and into the Company and the matter is sub-judice . Your Company shall reap the advantages of merger like synergies of common administration, bigger organization, non-duplicity of expenses etc. This will reduce the expenses and increase the profitability of your Company. Your Company has added a new vertical by investing in Mobile Manufacturing business in a Joint Venture in the Company Padget Electronics Private Limited. Apart from the above your company and the group as a whole had following achievements during the previous year: ? in all the group Companies the Profit and EBIDTA has increased; ? there is a positive cash flow in your Company because of better current assets management; ? bank Borrowings of your Company as well as the Group Borrowings have reduced; ? Your Company has made substantial investment in the LED light business; ? Your Company has migrated to LED ODM Television business. The Management expects that your Company shall continue its growth story in future also and will be able to achieve its expected business plans in coming years. 5. Change in the nature of business No Change in the nature of the business of the Company done during the year. 6. Material changes and commitments There are no such material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. 7. Details of significant and material orders There are nosignificant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future. 8. Internal financial controls with reference to the Financial Statements The Company has adequate system of Internal Financial Controls with reference to the Financial Statements. 9. Subsidiaries, Joint Ventures and Associate Companies A statement about subsidiary companies is given below: | | | 1. | Wholly owned subsidiary | Dixon Global Private Limited | 2. | Status changed from Subsidiary to joint venture Company | Padget Electronics Private Limited | 3. | Status changed from Subsidiary to Wholly owned subsidiary | Dixon BhurjiMoulding Private Limited | 4. | Status changed from Subsidiary to Wholly owned subsidiary | Dixon Appliances Private Limited | 5. | Ceased to be an Associate | My Box Technologies Private Limited |
Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is attached to the Board Report as 10. Related Party Transactions There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details of the related party transactions as required under Section 13(3)(h) r/w Rule 8 of the Companies (Accounts) Rules, 2014, is attached as No Deposits are accepted by the Company during the year. M/s Singhi& Co., Auditors of the Company were appointed tohold office upto the conclusion of Annual General Meeting of the Company for the Financial Year 2017-2018 subject to ratification of the members of the Company at every Annual General Meeting. Your Board recommends their ratification. The comments given by the Auditors are self-explanatory and do not require any further explanation. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report. 14. Corporate Social Responsibility (CSR) The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as ANNEXURE-3. 15. Extract of the Annual Return The extract of the annual return in Form No.MGT ? 9 is attached as ANNEXURE-4 16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow 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 17. Directors and Key Managerial Personnel During the year there was no change in the constitution of Board of Directors, Ms. Esha Gupta was appointed as Company Secretary of the Company w.e.f. 15/09/2015. The Board of Directors of the Company met 11 (eleven) times during the financial year. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter ?the Act?) The Company has the following Committees of the Board: 1. Audit Committee 2. CSR Committee 3. Executive Committee The composition of Audit Committee and CSR Committee is as detailed in the relevant points in the report. 20. Audit Committee & Executive Committee The Board has constituted two Committees apart from CSR Committee namely Audit Committee & Executive Committee. The Composition of both committees during the year was as follows: Composition of Audit Committee: 1. Mr. Atul B Lall 2. Dr. R.C. Chopra 3. Mr. Vishal Gupta Composition of Executive Committee: 1. Mr. Atul B Lall 2. Mr. Sunil Vachani There were no instances where Board had not accepted any recommendation of the Audit Committee during the financial year. 21. Details of establishment of vigil mechanism for directors and employees The Board established a Vigil Mechanism pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Power) Rules, 2014. The Vigil Mechanism?s roles and responsibilities are as follows: (a) The mechanism for ? genuine concerns ? of Directors& Employees allowing direct access to the audit committee Chairman in ?appropriate or exceptional cases.? (b) Audit Committee to oversee the operation of the mechanism, formulate guidelines for the activities and identify and delegate competent personnel/committee to operate the mechanism. (c) Disclosure of mechanism- Websiteand in the Board?s report & further communication to Employees. (d) Safeguards against victimization- Rules & Act are silent on anonymity but same shall be applied. (e) Action against repeated frivolous complaint- Suitable Action need to be taken. (f) Maintenance of adequate documentation- adequate and auditable documentation of all the concerns received, minutes of the deliberations, investigation working papers etc. Composition of Vigil Mechanism: Mr. U.K. Chadha-Vice President (HR& RD)-Vigilance Officer 22. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Dixon is an equal opportunity employer with zero tolerance towards sexual harassment at the workplace. The endeavor of the management is to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has constituted Internal Complaints Committee to redress complaints received regarding sexual harassment. During the period under review, no complaints were received by the Company related to sexual harassment. 23. Particulars of loans, guarantees or investments under section 186 Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Companies Act, 2013 is annexed to this report as ANNEXURE-6. No material litigation was outstanding as on March 31, 2016. Details of litigation on tax matters are disclosed in the financial statements. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Section 197(4) are set out in 26. Grant of ESOP to Employees under 2010 Dixon Employees Stock Option Plan At the Extra Ordinary General Meeting of the Company held on 3 rd June, 2008, the members had approved issuance of ESOP to employees of the Company upto 15% of the paid up capital of the Company. Accordingly, the Company had rolled out 2010 DIXON Employees Stock Option Plan which was adopted by the Board on 2 nd November, 2010 in which the Company can grant 437000 no. of options to its Employees in one or more tranches.Accordingly, the Company had granted 255,883 no. of options to its employees under the said plan. During the Year under review, the Company had issued 137000 number of options to its eligible employees under the said ESOP Plan. Following are the details of the options granted by the Company under the said plan during the period under review: | 2010 Dixon Employees Stock Option Plan | Options granted | 137000 | Options vested | 137000 | Options exercised | Nil | The Total number of shares arising as a result of exercise of options | Nil | Options lapsed | Nil | The exercise price | Rs. 297/- | Variation of terms of options | During the period under review the Exercise period of the scheme as mentioned in Clause no. 7 of the scheme was extended by one year. | Money realized by exercise of options | Nil | Total number of options in force | 137000 | Employee wise details of options granted to: | | (i) Key Managerial Person | | ? Mr. Atul B. Lall | 1,00,000 | ? Mr. Gopal Jagwan | 8,983 | (ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year | Except Mr. Atul B. Lall, no employee was granted options amounting to 5% or more of options granted during the year | iii) Identified employees who were granted options during any 1 year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants & conversions) of the Company at the time of grant | Except Mr. Atul B. Lall, no employee was granted options amounting to 1% or more of options granted during the year |
1. Risk Management Policy The Company has aninternal Enterprise Risk Management (ERM) framework to identify, evaluate business risks and opportunities. This frameworkseeks to create transparency, minimize adverse impact on the business objectives and enhance the Company?s competitive advantage. The Company has identified various risks and also has mitigation plans for each risk identified. 2. Directors? Responsibility Statement The Directors? Responsibility Statement referred to in clause ( c ) of sub-section ( 3 ) of Section 134 of the Companies Act, 2013, shall state that? (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. | For and on behalf of the Board of Directors | | | | | | | | | | | | |
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures | | | | | | Dixon BhurjiMoulding P Ltd | | Reporting Period | 2015-16 | 2015-16 | 2015-16 | Reporting Currency | INR | INR | INR | Share Capital | 1,00,00,000 | 3,85,01,000 | 1,20,02,000 | Reserves & Surplus | 4,08,11,074 | 88,08,155 | 5,54,71,842 | Total Assets | 79,55,57,337 | 28,93,93,012 | 34,00,63,673 | Total Liabilities | 74,47,46,262 | 24,20,83,856 | 27,25,89,831 | Investment | - | - | - | Turnover | 6,64,65,87,800 | 60,24,02,378 | 1,30,46,66,415 | Profit Before Taxation | 2,76,37,067 | 2,81,69,121 | 5,32,06,993 | Provision for Taxation | (93,30,439) | 71,73,114 | 1,26,13,749 | Profit after Taxation | 1,83,06,628 | 2,09,96,007 | 4,05,93,243 | Proposed Dividend | - | - | - | % Shareholding | 100% | 100% | 100% |
1. Names of Subsidiaries which are yet to commence operations: Nil 2. Names of Subsidiaries which have been liquidated or sold during the year: NIL Part ?B?: Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures | Name of Associates/Joint Ventures | Padget Electronics Pvt Ltd | 1. | Latest audited Balance Sheet Date | 31.03.2016 | 2. | Shares of Associate/Joint Ventures held by the company on the year end | | | No. | 70,00,000 | | Amount of Investment in Associates/Joint Venture | 7,00,00,000 | | Extend of Holding % | 50% | 3. | Description of how there is significant influence | Company is Joint Venture of the Company | 4. | Reason why the associate/joint venture is not consolidated | Not Applicable as consolidation is made | 5. | Net worth attributable to Shareholding as per latest audited Balance Sheet | Rs. 66,100,946.00 | 6. | Loss for the year | | | i. Considered in Consolidation | Rs. (38,88,140.88) | | ii. Not Considered in Consolidation | Rs. (38,88,140.88) |
1. Names of associates or joint ventures which are yet to commence operations: NIL 2. Names of associates or joint ventures which have been liquidated or sold during the year: My Box Technologies Private Limited | For and on behalf of the Board of Directors | | | | | | | | | | | | | | | | | | | | | |
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm?s length transactions under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm?s length basis: NIL 2. Details of material contracts or arrangement or transactions at arm?s length basis | Name(s) of the related party and nature of relationship | Nature of contracts/arrangements/transactions | Duration of the contracts / arrangements/ transactions | Salient terms of the contracts or arrangements or transactions including the value, if any: | Date(s) of approval by the Board, if any: | Amount paid as advances, if any: | | Dixon Global Private Limited | Sale, purchases or supply of any goods or materials - | Continuing | 1. Sale & Purchase transactions of CFL, Ballast, electric, electonic appliances andRelated Spare Parts & Components. Total arrangement amounts to Rs. 1000 Crores per annum | 05/06/2015 | NIL | Availing or rendering of any services | Continuing | 2. Service transactions for Job Work of electronic appliances and their parts amounting to Rs. 1.25 Crores per annum. Total arrangement amounts to Rs. 1.25 Crores Per Annum for Service Transactions | 05/06/2015 | NIL | Leasing of property of any kind | Continuing | 3. Lease/Sharing of Office uptoRs. 2 Lacs per annum | 05/06/2015 | NIL | Selling or otherwise disposing of , or buying, property of any kind - | Continuing | 4. Sale & Purchase of Fixed Assets (Plant & Machinery etc.) amounting to Rs. 10 Crores | 05/06/2015 | NIL | | Dixon BhurjiMoulding Private Limited | Sale, purchases or supply of any goods or materials - | Continuing | 1. Sale and Purchase of CR Sheets, Metal Sheets, Panel, Television Cabinets and Back Cover, electronic appliances, components and their related parts . Total arrangement amounts to Rs. 100 Crores per annum. | 05/06/2015 | NIL | Availing or rendering of any services | Continuing | 2. Service transactions for Job Work of electronic appliances and their parts amounting to Rs. 40 Lacs | 05/06/2015 | NIL | Selling or otherwise disposing of , or buying, property of any kind - | Continuing | 3. Sale & Purchase of Fixed Assets (Plant & Machinery etc.) amounting to Rs. 1 Crore | 05/06/2015 | NIL | | Dixon Appliances Private Limited | Sale, purchases or supply of any goods or materials - | Continuing | 1. Sale & Purchase transactions of washing machine, its components & related parts. Total arrangement amounts to Rs. 25 Crores per annum | 05/06/2015 | NIL | Availing or rendering of any services | Continuing | 2. Consultancy transactions. Total arrangement amounts to Rs. 4 Lacs Per Annum | 05/06/2015 | NIL | | Padget Electronics Private Limited | Leasing of property of any kind | Continuing | 1. Lease/Sharing of Office. Total arrangement amounts to Rs. 53,76,000 per annum for lease | 05/06/2015 | NIL | Selling or otherwise disposing of , or buying, property of any kind - | Continuing | 2. Sale & Purchase of Fixed Assets. Total arrangement amounts to Rs. 10,00,000 Lac for Fixed Assets | 05/06/2015 | NIL | | My Box Technologies Private Limited | Sale, purchases or supply of any goods or materials - | Continuing | 1. Sale of Set top Boxes, components & Related Spare Parts Total arrangement amounts to Rs. 300 Crores per annum | 05/06/2015 | NIL | Availing or rendering of any services | Continuing | 2. Service transactions for Job Work of electronic appliances and their parts amounting to Rs. 4 Lacs per annum | 05/06/2015 | NIL |
| | | | For and on behalf of the Board of Directors | | | | | | | | | | | | | | | | | | | | | |
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES [Pursuant to Section 135 of Companies Act, 2013] 1. Brief outline of the Corporate Social Responsibility (CSR) Policy Dixon Technologies (India) Private Limited (?Company?) has long been actively involved in social and community development. We are committed towards social causes and their development. As required under the provisions of Companies Act, 2013 (?Act?), the Company is pleased to announce its Corporate Social Responsibility Policy (?CSR Policy? or ?Policy?). Our goal shall be to focus on CSR activities strictly in compliance with applicable laws from time to time in force, including the Act and the rules thereunder. Towards this purpose, the Policy has been designed to achieve the Company?s social goals, while satisfying the required statutory obligations. In accordance with the primary CSR philosophy of the Company and the specified activities under the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and any amendment(s) thereof, the CSR activities to be undertaken by the Company under this Policy shall be the following: Key activities relating to: ? eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water; ? A promoting education, including special education, STEAM education (i.e., Science, Technology, Engineering, Art and Math), and employment-enhancing vocational skills, especially among children, women, elderly and the differentlyabled, and livelihood enhancement projects; ? promoting gender equality, empowering women, making contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government/State Governments for socio-economic development and relief and welfare of backward /disadvantaged classes, minorities and women; ? Disaster relief; ? Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens; IMPLEMENTATION OF CSR ACTIVITIES The Company may carry out the CSR activities in accordance with the terms of this Policy, either on its own, or through a registered trust or registered society or through a company registered under Section 8 of the Act, whether established by the Company, a subsidiary of the Company, an Associate Company of the Company or by a third party. The Composition of the CSR Committee. Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Members of CSR shall be as follows: | | | 1. | Dr. R.C. Chopra | Chairman | 2. | Mr. Vishal Gupta | Member | 3. | Mr. Sunil Vachani | Member |
Any change in the composition of the CSR committee will be based on approval of the Board of Directors of the Company. Quorum: Any two members of the CSR Committee personally present or via video conferencing, shall form a quorum for the meeting of the CSR Committee. Meetings: The meetings of the CSR Committee shall be held once in every year. Meetings can be convened at such time, at such place and on such day, as the members of the CSR Committee may deem fit. The minutes recording the proceedings of the CSR Committee meetings shall be placed before the next board meeting of the Company for approval. Provisions relating to conducting board meetings via video conferencing shall apply mutatis mutandis to the CSR Committee meetings. Average net profit of the company for last three financial years are as follows: | | Net Profit/(Loss) Amt.( Rs.) | | 2014-15 | 140,170,515 | | 2013-14 | 72,973,785 | | 2012-13 | 64,864,244 | | | |
Prescribed CSR Expenditure: 2 % of Average Profit (as in item 3 above) is Details of CSR spent during the financial year are as follows: (a) Total amount to be spent for the financial year; Rs. 1,853,390 (b) Amount unspent, if any: Rs. 3,88,390 (c) Reason for not spending the amount: The Company is committed to focus on inclusive growth and improve lives by contributing towards communities around which it operates. As a responsible corporate citizen, the Company has been undertaking social welfare initiatives. This year the main focus of the Company was to contribute towards the weaker sections of the society and therefore, new initiatives were undertaken towards welfare of senior citizens and child empowerment. During the previous Financial Year, the Company had spent an excess of Rs. 5.26 lakhs towards the CSR expenditure over and above the mandatory requirement since the Company believed in the causes for which the amount was being utilized. During the financial year 2015-16, Company endeavored to meet the budgeted expenditure by contributing in various eligible CSR activities and in future is committed to incur expenditure for CSR initiatives through structured events or programs and projects. (c) Manner in which the amount spent during the financial year is detailed below. | | | | | | | | | CSR project or activity identified | | (2) Specify the state and district where projects or programs was undertaken | Amount outlay (budget) project or programs wise | Amount spent on the projects or programsSub ? heads: (1) Direct expenditure on projects or programs | Cumulative expenditure upto to the reporting period | Amount spent : Direct or through | | Welfare of Senior Citizens | Old Age Home | Delhi | Rs. 4.5 Lacs | Rs. 4.5 Lacs | Rs. 4.5 Lacs | Through Guru VishramVridh Ashram | | Promoting Gender equality | Education | Delhi | Rs. 3.5 Lacs | Rs. 3.5 Lacs | Rs. 3.5 Lacs | Through Kinship for humanitarian social and holistic intervention in india | | Socio-Economic Development | measures for reducing inequalities faced by socially and economically backward groups | Delhi | Rs. 2.5 Lacs | Rs. 2.5 Lacs | Rs. 2.5 Lacs | Through *Magic Bus India Foundation | | Promoting employment enhancing vocation skills | Promoting employment enhancing vocation skills | Delhi | Rs. 3.5 Lacs | Rs. 3.5 Lacs | Rs. 3.5 Lacs | Through *Rugmark Foundation
India | | Promoting Education | Education | Delhi | Rs. 65000 | Rs. 65000 | Rs. 65000 | Through *ChhatarpatiShivajiSamajKalyan and ShikshaPracharSamiti | | | | | 14.65 Lacs | 14.65 Lacs | 14.65 Lacs | |
*details of implementing agency: | Name Of Implementing Agency | | | | 1. | Magic Bus India Foundation | U91110MH2001NPL130853 | 14/02/2001 | Todi Estate, 2nd Floor, Sun Mills Compound, Lower Parel(W), Mumbai, Maharastra- 400013 | 2 | Rugmark Foundation | U74899DL1994NPL061260 | 05/09/1994 | C3A/86-C JANAKPURI NEW DELHI DL 110058 | 3 | Kinship for humanitarian social and holistic intervention in india | Regn No- S-47900 | 31/12/2003 under Society Registration Act ,1860 | Building No. 2, 3 rd floor, Masood Farms, Near JIMS, VasantKunj, New Delhi-110070 | 4 | Saint Hardyal Educational & Orphans Welfare Society (SHEOWS) | Regn No.- S-25752 | 29/03/1994 under Society Registration Act ,1860 | B-31 B, FF, Kalkaji, New Delhi-110019 | 5 | ChhatrapatiShivajiSamajKalyanAvamShikshaPracharSamiti, | Regn No. 34100/98 | 18/12/1998 | 1/11539, Subhash Park Extension, New Shahdara, Delhi-110032 |
We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of CSR Projects and activities in compliance with our CSR objectives. As on financial year ended on 31.03.2015 [Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014] I. REGISTRATION & OTHER DETAILS: 1. | CIN | U32101UP1993PTC066581 | 2. | Registration Date | 15/01/1993 | 3. | Name of the Company | DIXON TECHNOLOGIES (INDIA) PRIVATE LIMITED | 4. | Category/Sub-category of the Company | Indian Non-Government Company | 5. | Address of the Registered office & contact details | B-14 & 15, Phase-II, Noida, Uttar Pradesh-201305 E-Mail- cs@dixoninfo.com Ph. No.-0120-4737200 | 6. | Whether listed company | No | 7. | Name, Address & contact details of the Registrar & Transfer Agent, if any. | Skyline Financial Services Private Limited D-153A, 1st Floor, Okhla Industrial Area Phase - 1, New Delhi - 110 020 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) | Name and Description of main products / services | NIC Code of the Product/service | % to total turnover of the company | 1 | TELEVISONS | 85281001 | 51.732 | 2 | CHASSIS | 85179000 | 18.501 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES | | | | Holding/ Subsidiar/Associate | | | 1. | Dixon Global Private Limited | C-33 Noida Phase-II, GautamBudh Nagar, Noida-201305 Uttar Pradesh | U51900UP2010PTC042400 | Subsidiary | 100% | 2(87)(ii) | 2. | Padget Electronics Private Limited | C-33 Noida Phase-II, GautamBudh Nagar, Noida-201305 Uttar Pradesh | U31908UP2013PTC057573 | Joint Venture | 50% | 2(6) | 3. | Dixon BhurjiMouldingPrivate Limited | B ? 15, Phase- II, Noida-201305 Uttar Pradesh | U25206UP2008PTC036523 | Subsidiary | 100% | 2(87)(ii) | 4. | Dixon Appliances Private Limited | B ? 14, Phase- II, Noida-201305 Uttar Pradesh | U29306UP2004PTC028368 | Subsidiary | 100% | 2(87)(ii) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (A) Category-wise Share Holding | No. of Shares held at the beginning of the year[As on 31-March-2014] | No. of Shares held at the end of the year[As on 31-March-2015] | | | | | | | | | | | | | | | | | | | | | | | | (1) Indian | | | | | | | | | | | a) Individual/ HUF | - | 20,70,147 | 20,70,147 | 66.71 | - | 20,70,147 | 20,70,147 | 66.71 | - | | b) Central Govt | - | - | - | - | - | - | - | - | - | | c) State Govt(s) | - | - | - | - | - | - | - | - | - | | d) Bodies Corp. | - | - | - | - | - | - | - | - | - | | e) Banks / FI | - | - | - | - | - | - | - | - | - | | f) Any other | - | - | - | - | - | - | - | - | - | | Total shareholding of Promoter (A) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. Institutions | | | | | | | | | | | a) Mutual Funds | - | - | - | - | - | - | - | - | - | | b) Banks / FI | - | - | - | - | - | - | - | - | - | | c) Central Govt | - | - | - | - | - | - | - | - | - | | d) State Govt(s) | - | - | - | - | - | - | - | - | - | | e) Venture Capital Funds | 43,800 | - | 43,800 | 1.41 | 43,800 | - | 43,800 | 1.41 | - | | f) Insurance Companies | - | - | - | - | - | - | - | - | - | | g) FIIs | - | - | - | - | - | - | - | - | - | | h) Foreign Venture Capital Funds | - | - | - | - | - | - | - | - | - | | i) Others (specify) | - | - | - | - | - | - | - | - | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | a) Bodies Corp. | | | | | | | | | | | i) Indian | - | - | - | - | - | - | - | - | - | | ii) Overseas | 81,300 | - | 81,300 | 2.62 | 81,300 | - | 81,300 | 2.62 | - | | b) Individuals | | | | | | | | | | | i) Individual shareholders holding nominal share capital uptoRs. 1 lakh | - | 10,160 | 10,160 | 0.33 | - | 10,160 | 10,160 | 0.33 | - | | ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh | - | 8,97,750 | 8,97,750 | 28.93 | - | 8,97,750 | 8,97,750 | 28.93 | - | | c) Others (specify) | - | - | - | - | - | - | - | - | - | | Non Resident Indians | - | - | - | - | - | - | - | - | - | | Overseas Corporate Bodies | - | - | - | - | - | - | - | - | - | | Foreign Nationals | - | - | - | - | - | - | - | - | - | | Clearing Members | - | - | - | - | - | - | - | - | - | | Trusts | - | - | - | - | - | - | - | - | - | | Foreign Bodies - D R | - | - | - | - | - | - | - | - | - | | | | | | | | | | | | | Total Public Shareholding (B)=(B)(1)+ (B)(2) | 1,25,100 | 9,07,910 | 10,33,010 | 33.29 | 1,25,100 | 9,07,910 | 10,33,010 | 33.29 | - | | C. Shares held by Custodian for GDRs&ADRs | | - | | - | - | - | - | - | - | | | | | | | | | | | | |
(B) | | Shareholding at the beginning of the year | Shareholding at the end of the year | % change in shareholding during the year | | % of total Shares of the company | %of Shares Pledged / encumbered to total shares | | % of total Shares of the company | %of Shares Pledged / encumbered to total shares | 1 | Mr. Sunil Vachani | 20,70,147 | 66.71 | - | 20,70,147 | 66.71 | - | - |
(C) Change in Promoters? Shareholding (please specify, if there is no change) S. No. | Particulars | Shareholding at the beginning of the year | Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease | Cumulative Shareholding during the year | Shareholding at the End of the year | | No. of shares | % of total shares of the company | No. of shares | % of total shares of the company | No. of shares | % of total shares of the company | | Date | No of Shares | Reason for Change | | | 1 | Mr. Sunil Vachani | 20,70,147 | 66.71 | - | - | - | 20,70,147 | 66.71 | 20,70,147 | 66.71 | | 2 | Mr. Atul B Lall | 100000 | 3.22 | 01.04.2015 | 100000 | Change in Category as he is Appointed in professional Capacity and he is neither a promoter nor belong to the promoter group | - | - | - | - | |
(D) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs): | For Each of the Top 10 Shareholders | Shareholding at the beginning of the year | Cumulative Shareholding during the year | | | No. of shares | % of total shares of the company | No. of shares | % of total shares of the company | | | | | At the beginning of the year | | | | | | 1 | Mrs. Kamala Vachani | 525000 | 16.92 | 5,25,000 | 16.92 | | 2 | Mrs.GeetaVaswani | 104750 | 3.38 | 1,04,750 | 3.38 | | 3 | Mrs.SunitaMankani | 84000 | 2.71 | 84,000 | 2.71 | | 4 | Mrs.Shoba Sippy | 84000 | 2.71 | 84,000 | 2.71 | | 5 | India Business Excellence Fund 1 | 81300 | 2.62 | 81,300 | 2.62 | | 6 | IL&FS TRUST COMPANY LIMITED | 43800 | 1.41 | 43,800 | 1.41 | | 7 | Mr. Atul B. Lall * | 100000 | 3.22 | 100000 | 3.22 | | 8 | Mr Sanjay Jaswani | 10000 | 0.32 | 10,000 | 0.32 | | 9 | M/s Bennett, Coleman & Co. Limited | 100 | 0.00 | 100 | 0.00 | | 10 | Mr Ravi Vachani | 20 | 0.00 | 20 | 0.00 | | 11 | MrArvindKharbanda | 10 | 0.00 | 10 | 0.00 | | | Total | 10,32,980 | 33.29 | 10,32,980 | 33.29 | | | Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): | | | *Except for the change in category of Shareholder no at point 7 from Promoter to Public due to reasons cited in Table (C) there was no other change in the Shareholding pattern | | | At the end of the year | Same as at the beginning of the year | |
(E) Shareholding of Directors and Key Managerial Personnel: | Shareholding of each Directors and each Key Managerial Personnel | Shareholding at the beginning of the year | Cumulative Shareholding during the year | No. of shares | % of total shares of the company | No. of shares | % of total shares of the company | | At the beginning of the year | - | - | - | - | 1 | Mr. Sunil Vachani | 20,70,147 | 66.71 | 20,70,147 | 66.71 | 2 | Mr. Atul B. Lall | 1,00,000 | 3.22 | 1,00,000 | 3.22 | | Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): | | There was no change during the year | | At the end of the year | Same as at the beginning of the year |
V. INDEBTEDNESS-Indebtednessof the Company including interest outstanding/accrued but not due for payment | Secured Loans excluding Deposits | | | | Indebtedness at the beginning of the financial year | | | | | i) Principal Amount | 27,83,78,902 | 37,49,67,000 | - | 65,33,45,902 | ii) Interest due but not paid | - | - | - | - | iii) Interest accrued but not due | 4,21,389 | - | - | 4,21,389 | | 27,88,00,291 | 37,49,67,000 | - | 65,37,67,291 | Change in Indebtedness during the financial year | | | | | * Addition | 13,44,26,142 | - | - | 13,44,26,142 | * Reduction | (8,86,60,737) | | - | (8,86,60,737) | | 4,57,65,405 | - | - | 4,57,65,405 | Indebtedness at the end of the financial year | | | | | i) Principal Amount | 32,41,44,306 | 37,49,67,000 | | 69,91,11,306 | ii) Interest due but not paid | - | - | - | - | iii) Interest accrued but not due | 2,96,784 | - | - | 2,96,784 | | 32,44,41,090 | 37,49,67,000 | - | 69,94,08,090 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Remuneration to Managing Director, Whole-time Directors and/or Manager: | Particulars of Remuneration | | | | | 1 | Gross salary | | | | (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 | 1,22,34,601 | 1,37,11,699 | 2,59,46,300 | (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 | 28,91,004 | 6,40,752 | 35,31,756 | (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 | - | - | - | 2 | Stock Option | - | - | - | 3 | Sweat Equity | - | - | - | 4 | Commission
- as % of profit
- others, specify | 2% | 2% | | 5 | Others, please specify | - | - | | | Total (A) | | | | | Ceiling as per the Act | N.A. |
(B) Remuneration to Other Directors SN. | Particulars of Remuneration | Name of Directors | Total Amount | | | Dr. R.C. Chopra | Mr. R.K. Dhawan | | 1 | Independent Directors | | | | Fee for attending board committee meetings | - | - | - | Commission | - | - | - | Others, please specify | - | - | - | Total (1) | - | - | - | 2 | Other Non-Executive Directors | - | - | - | Fee for attending board &committee meetings | 90,000 | 20,000 | 1,10,000 | Commission | | | | Others, please specify | | | | | Total (2) | 90,000 | 20,000 | 1,10,000 | | Total (B)=(1+2) | 90,000 | 20,000 | 1,10,000 | | Total Managerial
Remuneration | Rs. 2,94,78,056 Excluding Sitting Fee | | Overall Ceiling as per the Act | N. A. |
(C) Remuneration To Key Managerial Personnel Other Than MD/MANAGER/WTD SN | Particulars of Remuneration | | Key Managerial Personnel | | | CEO | Ms. Esha Gupta (CS) | Mr. GopalJagwan (CFO) | Total | 1 | Gross salary | | | | | (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 | - | 2,09,067 | 38,32,598 | 40,41,665 | (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 | - | 2,04,467 | - | 2,04,467 | (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 | - | - | - | - | 2 | Stock Option | - | - | - | - | 3 | Sweat Equity | - | - | - | - | 4 | Commission | - | - | - | - | | - as % of profit | - | - | - | - | | others, specify? | - | - | - | - | 5 | Others, please specify | - | - | - | - | | | | | | | | | | | | | |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL | Section of the Companies Act | | Details of Penalty / Punishment/ Compounding fees imposed | Authority [RD / NCLT/ COURT] | Appeal made, if any (give Details) | | Penalty | | | | | | Punishment | | | | | | Compounding | | | | | | | Penalty | | | | | | Punishment | | | | | | Compounding | | | | | | C. OTHER OFFICERS IN DEFAULT | Penalty | | | | | | Punishment | | | | | | Compounding | | | | | |
| For and on behalf of the Board of Directors | | | | | | | | | | | | |
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow a. : (i) the steps taken or impact on conservation of energy; Awareness program implemented in the Company for energy conservation, Further the Company continuously evaluates new technologies and techniques to makeinfrastructure more energy efficient. (ii) the steps taken by the company for utilising alternate sources of energy; New recourses of alternative energy are being identifying by Company (iii)the capital investment on energy conservation equipment?s; Company is investing in more advanced machines to increase productivity without substantially increasing power consumption. b. (i) the efforts made towards technology absorption; The company is developing design for LED Bulbs, Smart Washing Machines and Smart LED TVs. (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; ? Your company is now technically more capable of developing any kind of Electronic items as per our customer requirement. ? Has resulted in increased market share with reduced costs. This has helped the Company in negotiating orders with more OEMs. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- | | | | Technology imported. | Nil | | Year of import. | Not Applicable | | Has technology been fully absorbed? | Not Applicable | | If not fully absorbed, areas where this has not taken place. reasons there for and future plans of action. | Not Applicable |
(iv) the expenditure incurred on Research and Development. (a) Capital NIL (b) Recurring Rs. 19,081,111/- (P.Y. Rs. 1,4 4,12,072/-) (c) Total Rs. 19,081,111/- (P.Y. Rs. 1,4 4,12,072/-) (d) Total R & D expenditures as a percentage of total turnover15%. c. Foreign exchange earnings and Outgo : The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as under: Foreign Exchange Outgo : Rs. 1782889122.16 Foreign Exchange Earnings: Export (FOB Basis) - Rs. 14,37,60,526/-
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN ACCORDANCE WITH SECTION 186 OF THE COMPANIES ACT, 2013 The Year end Balances of Loans, Investments and Guarantees given by the Company are disclosed in the Financial Statements in following mentioned Notes to the Accounts: (i) Investments: Note. 10 (ii) Loans: Note. 11 (iii) Guarantees: Note 23B Loans, Guarantees given or Investments made during the Financial Year 2015-16 | | | Particulars of loans, guarantees given or investments made | Purpose for which the loans, guarantees and investments are proposed to be utilise | Dixon Global Private Limited | Wholly Owned Subsidiary | 500.00 | Guarantee | To guarantee the facilities granted by Yes Bank Limited | Dixon Appliances Private Limited | Wholly Owned Subsidiary | 900.00 | Guarantee | To guarantee the facilities granted by Yes Bank Limited | Dixon Global Private Limited | Wholly Owned Subsidiary | 1,450.00 | Guarantee | To guarantee the facilities granted by Ratnakar Bank Limited | Dixon Appliances Private Limited | Wholly Owned Subsidiary | 500.00 | Guarantee | To guarantee the facilities granted by Standard Chartered bank | Dixon Global Private Limited | Wholly Owned Subsidiary | 2000.00 | Guarantee | To guarantee the facilities granted by Standard Chartered bank |
(A) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 | | | Designation of the employee; | Chairman Cum Managing Director | Dy. Managing Director | Remuneration received; | Rs. 1,62,91,885 | Rs. 1,53,60,051 | Nature of employment, whether contractual or otherwise; | Not Contractual | Not Contractual | Qualifications and experience of the employee; | Bachelor of Business Administration | Master of Management Studies | Date of commencement of employment; | 01/12/1993 | 01/12/1993 | The age of such employee; | 47 | 53 | The last employment held by such employee before joining the company; | - | DGM, Weston Electronics Ltd |
There was no other employee of the company, who- (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; (ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; (iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. (B) Information pursuant to Section 197 (14) Managing Director/WTD of the Company who is in receipt of commission from the company also receives any remuneration or commission from any Holding Company or Subsidiary Company of such Company: a. Consultancy Charges from Dixon Appliances Private Limited (Wholly Owned subsidiary of the Company) to Sunil Vachani- Rs. 16,00,000 during the year. b. Remuneration from Dixon BhurjiMoulding Private Limited(Wholly Owned Subsidiary of the Company) to Atul B Lall ? Rs.14,80,000 during the year. | 2010 Dixon Employees Stock Option Plan | Options granted | 137000 | Options vested | 137000 | Options exercised | Nil | The Total number of shares arising as a result of exercise of options | Nil | Options lapsed | Nil | The exercise price | Rs. 297/- | Variation of terms of options | During the period under review the Exercise period of the scheme as mentioned in Clause no. 7 of the scheme was extended by one year. | Money realized by exercise of options | Nil | Total number of options in force | 137000 | Employee wise details of options granted to: | | (i) Key Managerial Person | | ? Mr. Atul B. Lall | 1,00,000 | ? Mr. Gopal Jagwan | |
28. Directors’ Responsibility Statement The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |