Dixon Technologies (India) Limited — AGM Information 2021

Sep 28, 2021

28h September, 2021

To	To
Secretary	Secretary
Listing Department	Listing Department
BSE Limited	National Stock Exchange of India Limited
Department of Corporate Services	Exchange Plaza, Bandra Kurla Complex
Phiroze Jeejeebhoy Towers,	Mumbai - 400 051
Dalal Street, Mumbai - 400 001
Scrip Code-540699	Stock Code- DIXON
ISIN: INE935N01020	ISIN: INE935N01020

Dear Sir/ Madam

Sub: Proceedings of 28th Annual General Meeting ('AGM') & Outcome.

In furtherance to our intimation dated 4th September, 2021, we hereby inform that the 28th Annual General Meeting ('AGM') of the Company was held on 28th September, 2021 through Video Conferencing and the business items from Nos. (1) to (9) mentioned in the Notice dated 27th May, 2021 of the said AGM were transacted at the said meeting.

In this regard, please fi nd enclosed herewith summary of proceedings as required under Regulation 30, Part-A of Schedule -Il l of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure - 1.

Kindly take the aforesaid on your record and oblige.

Thanking you,

Yours faithfully,

(Group Company Secretary, Head - Legal & HR) FCS No.8355

Annexure -1 I

SUMMARY OF THE PROCEEDINGS OF THE TWENTY EIGHTH ANNUAL GENERAL MEETING OF THE MEMBERS OF DIXON TECHNOLOGIES (INDIA} LIMITED HELD ON 28™ SEPTEMBER, 2021 THROUGH VIDEO CONFERENCING AT 11:00 A.M.

The 28th Annual General Meeting (the "AGM") of the Members of Dixon Technologies (India) Limited (the "Company") was held on 28th September, 2021, Tuesday, through video conferencing ("VC"), in compliance with the applicable provisions of the Companies Act, 2013, the General Circular Nos.14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 20/ 2020 dated 5th May 2020, 39/ 2020 dated 31st December 2020 and 02/2021 dated January 13, 2021, issued by the Ministry of Corporate Affairs ("MCA Circulars") and Circular No. SEBI/HO/CFD/CMDl/CIR/P/2020/79 dated 12th May 2020, Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021, issued by the Securities and Exchange Board of India ("SEBI").

	Directors Present:
1.	Mr. Sunil Vachani	Executive Chairman-WTD & Chairman of CSR Committee	vc Attended over from London
2.	Mr. Atul B. Lall	Vice Chairman & Managing Director	vc Attended over from Registered Office
3.	Ms. Poornima Shenoy	Non- Executive Independent Director of & Chairperson NR Committee	vc Attended over from Bangalore
4.	Dr. Manuji Zarabi	Non- Executive Independent Director Chair'man of & SRC Committee	Attended over VC from Delhi
5.	Mr. Manoj Maheshwari	Non- Executive Independent Audit Director Chairman & of Committee	Attended over VC from Delhi
6.	Mr. Keng Tsung Kuo	Non- Executive Independent Director & a member of the Risk Management Committee	Attended over VC from Taiwan

The following Directors were present at the 28th AGM of the Company:

Invitee:

l

In Attendance:
1. Mr. Ashish Kumar	Group Company Secretary, Head - Legal & HR	Attended over Registered Office	vc	from
2. Mr. Saurabh Gupta	Chief Financial Officer	Attended over Registered Office	vc	from

1.	Mr. Vinesh Jain	M/s S.N. Dhawan Statutory Auditors	&/ LLP, Co.	Attended over VC from Delhi
2.	Ms. Shirin Bhatt	M/s Shirin Bhatt Scrutinizer	& Associates,	Attended over VC from Delhi

M embers Present: 99 M embers (without grouping) attended through video conferencing.

After ascertaining from the Gr. Company Secretary that the requisite quorum was present, Chairman ca lled the meeting to order and commenced the proceedings of the Meeting.

Mr. Sunil Vachani, Executive Chairman of the Board, welcomed the members to the 2gth AGM of the Company held through Video Conferencing in accordance with the circulars and guidelines issued by MCA and SEBI.

The Chairman introduced t he Board members, Chief Financial Officer and Group Company Secretary, Head - Legal & HR, to the members of the Company. The Chairman also stated that Ms. Poornima Shenoy, Independent Director and Chairperson of Nomination and Remuneration Committee, Mr. Manoj Maheshwari, Independent Director and Chairperson of Audit Committee, Dr. Manuji Zarabi, Independent Director and Chairperson of Stakeholder Relationship Committee, Mr. Keng Tsung Kuo, Independent Director were present at the Meeting.

Further, Mr. Vachani informed the members that Dr. Rakesh Mohan, who had joined us in the month of February,2021 as an Independent Director could not attend this meeting owing to his indisposition. He briefly shared Dr. Mohan's distinguished profile with the members.

Before proceeding further, the Chairman expressed condolences for the lives of many loved ones lost due to COVID-19. He requested to observe 10 seconds pause of silence in honour and remembrance of all the departed souls.

Thereafter, the Chairman shared the performance of the Company during the FY 2020-21 and general outlook of the Electronic Manufacturing Sector.

Post the aforesaid, Mr. Ashish Kumar took the proceedings of the meeting forward.

Mr. Kumar informed the members that the Company has enabled the Members to participate at the 28th AGM through the video conferencing facility provided by KFin Technologies Private Limited, Registrars and Transfer Agent of the Company and that the proceedings of the Annual General Meeting are being recorded for compliance purposes. In accordance with the provisions of the Companies Act, 2013 and SEBI Regulations, the Members were provided the facility to exercise their right to vote by electronic means, both through remote e-voting facility or voting at the AGM. Remote e-voting facility was made available to all Members holding shares as on the Cut-off date i.e. 21st September, 2021. The said facility was provided during the period commencing from 9 AM on 25th September, 2021 till 5 PM on 27th September, 2021, after which the Remote e-voting was blocked.

He further informed that Members joining the meeting through video conferencing, who have not already casted their vote by means of remote e-voting, may vote through e-voting facility provided on the AGM portal of Kfin Technologies. The Board of Directors appointed M/s Shirin Bhatt & Associates, as the Scrutinizer for the 28th AGM. Based on the report of the Scrutinizer, the combined results of remote e-voting and the e-voting done at the AGM shall be announced and displayed on the website of the Company, and shall also be submitted to the stock exchanges as per the requirements under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Mr. Ashish Kumar t hen informed that the Register of Directors and Key Managerial Personnel and their shareholding maint ained under section 170 of the Companies Act, 2013, Register of Contracts or Arrangements in which the Directors are interested maintained under section 189 of t he Companies, 2013, Certificate from Statutory Auditors of the Company with respect to Dixon Technologies (India) Limited - Employees Stock Option Plan, 2018 and Dixon Technologies (India) Limited - Employee Stock Option plan, 2020 were avai lable for inspection.

The Statut ory Auditors, M/s S.N. Dhawan and Co., and Secretarial Auditor, M/s Shirin Bhatt & Associates, have expressed unqualified opinion in their respective audit reports for the financial year 2020-21. There were no qualifications, observations or adverse comments on financial statements and matters, which may have any material bearing on the functioning of the Company.

Thereafter, the Chairman took over the proceedings of the meeting. With the perm,ss,on of the members present, Chairman took the Notice of the 28th Annual General Meeting along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31⁵¹ March, 2021 as read. He responded to the questions of various shareholders, as put up during the Question & Answer Session.

RESOLUTION NO.	RESOLUTION
	ORDINARY BUSINESS
1.	Ordinary Resolution for consideration and adoption of the Audited Financial Statements & Reports a. Standalone audited financial statements of the Company for the financial year ended on 31 March, 2021 and the reports of Auditors and the Board of Directors thereon; and Consolidated Audited Financial Statements of the Company for the b. 51 March, 2021 and the report of Auditors thereon financial year ended 31
2.	Declaration of Dividend
3.	Ordinary Resolution for appointment of M r. Sunil Vachani (DIN: 00025431) as a Director, liable to retire by rotation.
	SPECIAL BUSINESS
4.	Special resolution for appointment of Dr. Rakesh Mohan as a Non-Executive and

Post the conclusion of the Question & Answer Session, the following items as set out in the notice convening the 28th AGM of the members of the Company were taken up:

	Independent Director of the Company.
5.	Ordinary resolution for Re-appointment of Mr. Sunil Vachani (DIN: 00025431) as Whole Time Director of the Company.
6.	Special resolution for Re-appointment of Mr. Atul B. Lall as Managing Director of the Company.
7.	Special resolution for increase in the limit of managerial remuneration payable to Mr. Atul B. Lall.
8.	Ordinary resolution for Ratification of Remuneration to be paid to M/S. Satija & Co., Cost Accountants, Cost Auditors of the Company.
9.	Special Resolution for approving raising of funds in one or more tranches, by of securities of private issuance by way offerings, qualified institutions placement(s) and/or any combination thereof or any other method as may be permitted under applicable law for an amount not exceeding Rs. 500 Crores.

The voting on all the above resolutions was conducted through remote e- voting and e-voting at the date of AGM. The Chairman also informed that the Board of Directors had appointed M/s Shirin Bhatt and Associates, Company Secretaries as the Scrutinizer for the orderly conduction of voting process for the resolutions mentioned in the Notice of 28^{1 h}AGM.

The voting results on the above resolutions will be communicated to the stock exchanges alongwith the scrutinizer's report on the remote e-voting and e-voting done at the AGM within the stipulated time period. The same will also be placed on the website of the Company and on the website of KFin Technologies Private Limited.

The Meeting concluded at 12.10 p.m. after the members casted their votes.