INVESTORS

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance is as follows:

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

Governance is a crucial, no matter the size, the scope, the product or the service, the role of governance is really at the backbone of what makes your company tick. Why? Because the idea of governance speaks to the core of how your business functions. Regardless of the sales, negotiations, profits or pricing, the company’s relationship to governance is really a mirror for how well your organization is run.

Thus, it is a key element in your company’s investment story. Directors, employees, investors and potential clients all want to know they are spending their time, energy and resources on an organization that values sound business practices and that creates an ethical corporate culture. Forward-thinking governance can be a powerful tool for change and a distinct differentiating factor between you and your competition.

Given the currency good governance carries within the business environment, one might expect it to be a larger part of the Mirza International Ltd.’s overall story, highlighted within such communications as the annual report. Our goal is to promote and protect the long-term interest of all stakeholders and to that end our philosophy of Corporate Governance is built on a foundation of ethical and transparent business operations and is designed to inspire trust among all stakeholders, strengthen the Board and management accountability.

2. Board of Directors

(a) Composition and Category of Board of Directors

The Board of Directors of Company comprises of 12 Directors out of which 6 are Executive Directors and 6 are Non Executive Independent Directors including 1 Woman Director. The composition of Board is in conformity with the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015 which are as follows:

None of the Directors on the Board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he or she is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2019 have been made by the Directors.

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. Till the date of this report, all the Independent Directors except Mrs. Vinita Kejriwal have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act.Confirmation from Mrs. Vinita Kejriwal is yet to receive.

Mr. Rashid Ahmed Mirza, Managing Director, Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza & Mr. Tasneef Ahmad Mirza, Whole Time Directors of the Company are real brothers and Mr. Shuja, Additional Director (Executive) is the son of Managing Director. None of the other Directors are related to any other Director on the Board.

(b) Attendance of Directors at Board Meetings, last Annual General Meeting and number of Directorship(s) and Chairmanship(s) / Membership(s) of Committees of each Director in other Companies:

Notes:

1. Non-Executive Directors do not hold any share in the Company as on March 31, 2019 and the Company has not issued any convertible instruments.

2. The Directorships, held by Directors as mentioned above do not include Directorship(s) in foreign Companies.

3. In accordance with Regulation 26 of the SEBI (LODR) Regulations, Membership(s)/ Chairmanship(s) of only Audit Committee and Stakeholders Relationship Committees in all Public Limited Companies (excluding Mirza International Limited) have been considered.

4. Video/ tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

5. The number of directorship(s), committee membership(s) / chairmanship(s) of all Directors is / are within the respective limits prescribed under the Companies Act, 2013 and the Listing Regulations.

(c) Number of Board Meetings

(c) Number of Board Meetings The Board of Directors met 4 times during the financial year 2018-19. The meetings were held on May 29, 2018, August 07, 2018, November 13, 2018 and February 9, 2019. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings

(d) Familiarisation Programme of Independent Directors

Independent Directors of the Company are eminent personalities having wide experience in the fields of Finance, Education, Industry, Commerce and Administration. Their presence on the Board has been advantageous and fruitful in taking business decisions. The details of familiarization programme for Independent Directors are posted on the website of the Company and can be accessed at http://mirza.co.in/download/familiarization_programmes.pdf

3. COMMITTEES OF THE BOARD

The Company has constituted various committees for the smooth functioning of the Board. The composition of all Board Committees is in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The Company’s guidelines relating to Board Meeting are applicable to Committee Meetings. Each Committeehas the authority to engage outside experts, advisers and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the respective committee members and placed before Board Meetings for noting. Details of mandatory committees as per SEBI (LODR) Regulations are as given below:

(a) Audit Committee

Audit Committee of the Company comprises the majority of Independent Directors. The Committee composition meets with the requirements of Sec 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015.

The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. The representatives of Statutory Auditors, Executives from Accounts Department, Finance Department and Internal Audit Department attend the Audit Committee Meetings. The Internal Auditor reports directly to the Audit Committee.

During the Financial Year ended as on March 31,2019, 4 (Four) Audit Committee Meetings were held on May 29, 2018, August 07, 2018, November 13,2018 and February 09, 2019. The composition of Audit Committee as on March 31, 2019 and the details of Members attendance at the meetings of the Committee are as under:

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls. The Chairman of the Audit Committee attended the Annual General Meeting of the Company and Company Secretary is acting as the Secretary of the Audit Committee. The terms of reference of Audit Committee are comprises as the followings:

• Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
• Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:
  • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to financial statements;
  • disclosure of any Related Party Transactions;
  • Qualifications in Draft Audit Report
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with Related Parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the listed entity, wherever it is necessary;
• Evaluation of Internal Financial Controls and Risk Management Systems;
• Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;
• Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit;
• Discussion with Internal Auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower Mechanism;
• Approval of appointment of Chief Financial Officer after assessing the Qualifications, experience and background, etc. of the candidate;
• The Audit Committee shall mandatorily review the following information:
  • management discussion and analysis of financial condition and results of operations;
  • statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;
  • management letters / letters of internal control weaknesses issued by the Statutory Auditors;
  • Internal Audit Reports relating to internal control weaknesses; and
  • the appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
  • statement of deviations:
    • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).
    • annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015.

During the Financial Year ended as on March 31, 2019, One (1) meeting of Nomination and Remuneration Committee was held on May 29, 2018. The composition of Nomination and Remuneration Committee as on March 31, 2019 and the details of Members attendance at the meetings of the Committee are as under:

Mr. Ankit Mishra, Company Secretary of the Company act as Secretary to the Committee.

The terms of reference of the Committee inter alia, include the following:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a Policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

2. Formulating a criteria for evaluation of performance of Independent Directors and the Board of Directors;

3. Devising a Policy on diversity of Board of Directors;

4. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directorstheir appointment and removal.

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

Performance evaluation criteria for Independent Directors-

The Nomination and Remuneration Committee has laid down the Criteria for performance evaluation of Independent Directors which are as under-

Areas of Evaluation

• Attendance & participation
• Code of Conduct
• Interpersonal Skills
• Updation & Awareness
• Understanding & Contribution
• Vigil-Mechanism
• Leadership Skills
• Opinions & Suggestions
• Team Work
• Compliances

(c) Stakeholders Relationship Committee :

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015.

During the Financial Year ended as on March 31, 2019, One (1) meeting of Nomination and Remuneration Committee was held on May 29, 2018. The composition of Nomination and Remuneration Committee as on March 31, 2019 and the details of Members attendance at the meetings of the Committee are as under:

The Committee shall consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, nonreceipt of Annual Report and non-receipt of declared Dividends. The terms of reference of the Committee inter alia, include the following:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt ofannual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.”

During the year under review, Company received 65 complaints all of which were resolved to the satisfaction of the shareholders

The Company Secretary of the Company acts as Compliance Officer of the Committee.

The Company obtains half yearly certificate from a Company Secretary in Practice under Regulation 40(9) of the Listing Regulations, confirming the issues of certificates for transfer, subdivision, consolidation etc and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(10) of the Listing Regulations. Further the Compliance Certificate under Regulation 7(3) of the Listing Regulations, confirming that all the activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Share Transfer Agent registered with Securities and Exchange Board of India is also filed with the Stock Exchanges on a half yearly basis

In accordance with Regulation 55A of the SEBI(Depositories and Participants) Regulations, 1996 and SEBI Circular No, D&CC/FITTC/Cir- 16/2002 dated 31st December, 2002, a qualified Practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with NSDL and CDSL and the total issued and listed equity share capital. The audit report confirms that the total issued and paid-up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

4. REMUNERATION OF DIRECTORS

The remuneration paid to the Executive Directors of the Company is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee subject to the approval of Shareholders / Central Government, wherever required. The existing Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The Remuneration Policy is in consonance with the existing industry practice:

(a) Non-Executive Directors

The remuneration paid to the Executive Directors of the Company is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee subject to the approval of Shareholders / Central Government, wherever required. The existing Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The Remuneration Policy is in consonance with the existing industry practice:

(a) Non-Executive Directors

Non Executive Directors/ Independent Directors are paid sitting fees for attending the meetings of Board of Directors within the prescribed limits. The Sitting Fees paid to them for the year ended March 31, 2019 is₹2,40,000/- * detailed as : 1) Mr. Qazi Salam Noorus –₹50,000/-; 2) Mr. Pashupati Nath Kapoor - ₹50,000/-; 3) Dr. Yashvir Singh - ₹40,000/-; 4) Mr. Subhash Sapra - ₹30,000/-; 5) CA Sudhindra Kumar Jain - ₹50,000/-; 6) Mrs. Vinita Kejriwal – ₹20,000/-.

* Sitting Fees include fees for attending a separate meeting of Independent Directors held on March 20, 2019

* During the year, there was no other pecuniary relationship or transaction of Non Executive Directors/ Independent Directors with the Company.

* The Company has not issued any stock option

(b) Executive Directors

The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation and recommends the remuneration payable to them, within the parameters approved by the shareholders / Central Government, to the Board for their approval.

As per terms of appointment, remuneration paid to the Directors during the year and approved by the Nomination and Remuneration Committee is as under:

5. GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:

Details of Special Resolutions passed in the last three Annual General Meetings is given hereunder:

Details of Resolutions passed through Postal Ballot Process:

During the year 2018-19, the Company had not passed any Special Resolution through Postal Ballot process.

6. MEANS OF COMMUNICATION

Timely disclosure of the information on corporate financial performance and the corporate developments is a sign of good governance practice which Company follows:

(a) Publications of Quarterly Results

The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchange(s) in accordance with the SEBI (LODR) Regulations, 2015 are generally published in the Business Standard (English and Hindi).

Details of Resolutions passed through Postal Ballot Process:

During the year 2018-19, the Company had not passed any Special Resolution through Postal Ballot process.

Timely disclosure of the information on corporate financial performance and the corporate developments is a sign of good governance practice which Company follows:

(a) Publications of Quarterly Results

The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchange(s) in accordance with the SEBI (LODR) Regulations, 2015 are generally published in the Business Standard (English and Hindi).

(b) Websites

The Company’s website (www.mirza.co.in) contains a separate section “Investor Relations” where shareholders information is available.

(c) Stock Exchange

The Company makes timely disclosures of necessary information to BSE Limited and National Stock Exchange of India Limited in terms of the Listing Regulations and other Rules and Regulations issued by the SEBI.

(d) NEAPS ( NSE Electronic Application Processing System ):

The NEAPS is web based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among others filed electronically on NEAPS.

(e) BSE Corporate Compliance & Listing Center (“Listing Centre”)

BSE Listing Centre is web based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among other filed electronically on the Listing Centre.

(f) SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action taken Reports (ATRs) by concerned Companies and online viewing by investors of actions taken on the complaint and current status.

(g) Reminders to Investors

Reminders to shareholders for claiming returned undelivered share certificates, unclaimed dividend and transfer of shares thereto, email registration, are regularly communicated and dispatched.

(h) Designated Exclusive E-mail Id:

The Company has designated the following email ids exclusively for investor servicing:

1) ankit.mishra@redtapeindia.com

2) shivakumar.n@karvy.com

The Company’s website (www.mirza.co.in) contains a separate section “Investor Relations” where shareholders information is available.

(c) Stock Exchange

The Company makes timely disclosures of necessary information to BSE Limited and National Stock Exchange of India Limited in terms of the Listing Regulations and other Rules and Regulations issued by the SEBI.

(d) NEAPS ( NSE Electronic Application Processing System ):

The NEAPS is web based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among others filed electronically on NEAPS.

(e) BSE Corporate Compliance & Listing Center (“Listing Centre”)

BSE Listing Centre is web based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among other filed electronically on the Listing Centre.

(f) SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action taken Reports (ATRs) by concerned Companies and online viewing by investors of actions taken on the complaint and current status.

(g) Reminders to Investors

Reminders to shareholders for claiming returned undelivered share certificates, unclaimed dividend and transfer of shares thereto, email registration, are regularly communicated and dispatched.

(h) Designated Exclusive E-mail Id:

The Company has designated the following email ids exclusively for investor servicing:

1) ankit.mishra@redtapeindia.com

2) shivakumar.n@karvy.com

7. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Date: September 19,2019

Time: 01:00 P.M

Venue: Auditorium of Directorate of Extension, Chandra Shekhar Azad (CSA) University of Agriculture and Technology, Nawabganj, Kanpur- 208002

Financial Calendar (2019-20) (tentative)

Book Closure Date: From September 12, 2019 to September 16, 2019 (Both days inclusive) Dividend Payment Date: October 24, 2019

Listing on Stock Exchanges

The Company’s shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

Market Price Data

The details of monthly High Low Price (s) of Shares of the Company on National Stock Exchange & monthly High Low Index of NIFTY are as given below:

The details of monthly High Low Price (s) of Shares of the Company on Bombay Stock Exchange & monthly High Low BSE Sensex are as given below:

Registrar and Share Transfer Agent

Karvy Fintech Pvt Ltd

Karvy Selenium Tower B, Plot no. 31-32
Gachibowli Financial District,
Nanakaramguda , Hyderabad-500 032
Tel: + 91-40-67162222
Fax: + 91-040-23001153

Share Transfer System

Transfers of equity shares in electronic form are done through the depositories with no involvement of the Company.

Transfer of equity shares in physical form are processed by our Registrar & Share Transfer Agent i.e. Karvy Computershare Pvt. Ltd., Hyderabad within 10 to 12 working days from the date of receipt, provided the documents are complete in all respects. The Directors and certain Company officials are authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings.

Distribution Schedule as on March 31, 2019

Shareholding Pattern as on March 31, 2019:

Dematerialisation of Shares and Liquidity

The break-up of 12,03,06,000 equity shares held in Physical and Dematerialised form as on March 31, 2018, is given below:

The Securities and Exchange board of India (SEBI) at its Board Meeting held on 28th March, 2018 revised the provisions relating to transfer of listed securities and decided that requests for effecting transfer listed securities shall not be processed unless the securities are held in the dematerialized form with a depository participant. The said measure of SEBI is aimed at curbing fraud and manipulation risk in physical transfer of securities by unscrupulous entities. Transfer of securities only in demat form will improve ease, convenience and safety of transactions for investors. Thisamendment comes into effect w.e.f. April 1, 2019.

Shareholders who continue to hold shares in physical form are advised to dematerialised their shares at earliest. For any clarification, assistance or information, relating to dematerialisation of shares the Companies RTA may be contacted.

Outstanding GDRS /ADRS //Warrants or any Convertible Instruments Conversion Date and Likely Impact on Equity:

The Company does not have any outstanding GDRs/ADRs/Warrants/Convertible instruments as on March 31, 2019.

Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

Company use Forward Contracts for hedging the risk.

Works Locations of the Company

Address for Correspondence:

Shareholders correspondence should be addressed to our Registrar & Share Transfer Agents at the address mentioned above. Contact Persons: Mr. N Shiv Kumar Ph. No. +91 040 6716 1653, Email id.: shivkumar.n@karvy.com Shareholders may also contact Mr. Ankit Mishra, Company Secretary and Compliance Officer at the Registered Office of the Company for any assistance Ph. No. 0512-2530775 Email id: ankit.mishra@redtapeindia.com. Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.

CEO & CFO Certification

The CEO and CFO of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The CEO and CFO also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The annual certificate given by the CEO and CFO is published in this Report.

Disclosures

• There are no materially significant transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have a potential conflict with the interest of the Company at large. Transactions with the Related Parties are disclosed in Notes to the Accounts in the Annual Report.
• During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any other Statutory Authority for non-compliance of any matter related to the Capital Markets.
• The Company has adopted a Vigil Mechanism/ Whistle Blower Policy for developing a culture where it is safe for all Directors/Employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows unrestricted access to all employees and other to approach the Audit Committee and there has been no instance during the year where any personnel has been denied access to the Audit Committee.
• The Company has complied with all mandatory requirements and adopted part of non-mandatory requirements of SEBI (LODR) Regulations, 2015.
• The Company does not have Material Subsidiary.Further, a Policy on Related Party Transactions is posted on the website of the Company and is available at the web link http://mirza.co.in/policy.html.The disclosures of Related Party Transactions on a Consolidated basis for the financial year ended on March 31, 2019 is also uploaded on the Company’s website http://mirza.co.in/ disclosure_announcement.html.
• During the Financial Year ended on March 31, 2019 the Company did not engage in commodity hedging activities.
• The Company has complied with all the requirement of Corporate Governance Report.
• The Company has presently not adopted certain non-mandatory requirements in regard to maintenance of Non Executive Chairman’s Office, sending half-yearly declaration of financial performance to each household of shareholders. However, other non mandatory requirements viz. reporting of Internal Auditors directly to the Audit Committee, separate posts of the Chairman and Chief Executive Officer and regime of unqualified financial statements has generally been complied with.
• The Company has complied all the requirements of Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015.

8.Details of Shareholders Suspense Account

Note: Voting Rights on these Shares shall remain frozen till the rightful owner of such shares claims the shares.

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm that:

The Company has obtained from all the Board and Senior Management Personnel, affirmation(s) that they have complied with the code of conduct for Board Members and Senior Management Personnel in respect of Financial Year ended on March 31, 2019.

CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

UNDER REGULATION 17(8) OF SEBI (LODR) REGULATIONS, 2015

To
The Board of Directors
Mirza International Limited

1. We have reviewed financial statements and the cash flow statement of Mirza International Limited for the year ended March 31, 2019 and to the best of our knowledge and belief:
   1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
   2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.
4. We have indicated to the Auditors and the Audit Committee that:
   1. there are no significant changes in internal control over financial reporting during the year;
   2. there are no significant changes in accounting policies during the year; and
   3. there are no instances of significant fraud of which we have become aware.

COMPLIANCE CERTIFICATE

The Board of Director of
Mirza International Limited

We have examined the compliance of conditions of Corporate Governance by Mirza International Limited (“the Company”) for the year ended 31st March, 2017 as stipulated in Para E of schedule V of SEBI (LODR) Regulations, 2015.

The Compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that Company has materially complied with the conditions of Corporate Governance as stipulated in the above Listing Regulation.

We further state that such compliance is neither an assurance to future viability of the Company nor of the efficiency or effectiveness with which management has conducted affairs of the Company.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance is as follows:

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

Governance is a crucial, no matter the size, the scope, the product or the service, the role of governance is really at the backbone of what makes your company tick. Why? Because the idea of governance speaks to the core of how your business functions. Regardless of the sales, negotiations, profits or pricing, the company’s relationship to governance is really a mirror for how well your organization is run.

Thus, it is a key element in your company’s investment story. Directors, employees, investors and potential clients all want to know they are spending their time, energy and resources on an organization that values sound business practices and that creates an ethical corporate culture. Forward-thinking governance can be a powerful tool for change and a distinct differentiating factor between you and your competition.

Given the currency good governance carries within the business environment, one might expect it to be a larger part of the Mirza International Ltd.’s overall story, highlighted within such communications as the annual report. Our goal is to promote and protect the long-term interest of all stakeholders and to that end our philosophy of Corporate Governance is built on a foundation of ethical and transparent business operations and is designed to inspire trust among all stakeholders, strengthen the Board and management accountability.

2. Board of Directors

(a) Composition and Category of Board of Directors

The Board of Directors of Company comprises of 12 Directors out of which 6 are Executive Directors and 6 are Non Executive Independent Directors including 1 Woman Director. The composition of Board is in conformity with the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015 which are as follows:

None of the Directors on the Board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he or she is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2019 have been made by the Directors.

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. Till the date of this report, all the Independent Directors except Mrs. Vinita Kejriwal have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act.Confirmation from Mrs. Vinita Kejriwal is yet to receive.

Mr. Rashid Ahmed Mirza, Managing Director, Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza & Mr. Tasneef Ahmad Mirza, Whole Time Directors of the Company are real brothers and Mr. Shuja, Additional Director (Executive) is the son of Managing Director. None of the other Directors are related to any other Director on the Board.

(b) Attendance of Directors at Board Meetings, last Annual General Meeting and number of Directorship(s) and Chairmanship(s) / Membership(s) of Committees of each Director in other Companies:

Notes:

1. Non-Executive Directors do not hold any share in the Company as on March 31, 2019 and the Company has not issued any convertible instruments.

2. The Directorships, held by Directors as mentioned above do not include Directorship(s) in foreign Companies.

3. In accordance with Regulation 26 of the SEBI (LODR) Regulations, Membership(s)/ Chairmanship(s) of only Audit Committee and Stakeholders Relationship Committees in all Public Limited Companies (excluding Mirza International Limited) have been considered.

4. Video/ tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

5. The number of directorship(s), committee membership(s) / chairmanship(s) of all Directors is / are within the respective limits prescribed under the Companies Act, 2013 and the Listing Regulations.

(c) Number of Board Meetings

(c) Number of Board Meetings The Board of Directors met 4 times during the financial year 2018-19. The meetings were held on May 29, 2018, August 07, 2018, November 13, 2018 and February 9, 2019. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings

(c) Number of Board Meetings The Board of Directors met 4 times during the financial year 2018-19. The meetings were held on May 29, 2018, August 07, 2018, November 13, 2018 and February 9, 2019. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings

(d) Familiarisation Programme of Independent Directors

Independent Directors of the Company are eminent personalities having wide experience in the fields of Finance, Education, Industry, Commerce and Administration. Their presence on the Board has been advantageous and fruitful in taking business decisions. The details of familiarization programme for Independent Directors are posted on the website of the Company and can be accessed at http://mirza.co.in/download/familiarization_programmes.pdf

3. COMMITTEES OF THE BOARD

The Company has constituted various committees for the smooth functioning of the Board. The composition of all Board Committees is in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The Company’s guidelines relating to Board Meeting are applicable to Committee Meetings. Each Committeehas the authority to engage outside experts, advisers and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the respective committee members and placed before Board Meetings for noting. Details of mandatory committees as per SEBI (LODR) Regulations are as given below:

(a) Audit Committee

Audit Committee of the Company comprises the majority of Independent Directors. The Committee composition meets with the requirements of Sec 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015.

The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. The representatives of Statutory Auditors, Executives from Accounts Department, Finance Department and Internal Audit Department attend the Audit Committee Meetings. The Internal Auditor reports directly to the Audit Committee.

During the Financial Year ended as on March 31,2019, 4 (Four) Audit Committee Meetings were held on May 29, 2018, August 07, 2018, November 13,2018 and February 09, 2019. The composition of Audit Committee as on March 31, 2019 and the details of Members attendance at the meetings of the Committee are as under:

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls. The Chairman of the Audit Committee attended the Annual General Meeting of the Company and Company Secretary is acting as the Secretary of the Audit Committee. The terms of reference of Audit Committee are comprises as the followings:

• Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
• Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:
  • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to financial statements;
  • disclosure of any Related Party Transactions;
  • Qualifications in Draft Audit Report
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with Related Parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the listed entity, wherever it is necessary;
• Evaluation of Internal Financial Controls and Risk Management Systems;
• Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;
• Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit;
• Discussion with Internal Auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower Mechanism;
• Approval of appointment of Chief Financial Officer after assessing the Qualifications, experience and background, etc. of the candidate;
• The Audit Committee shall mandatorily review the following information:
  • management discussion and analysis of financial condition and results of operations;
  • statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;
  • management letters / letters of internal control weaknesses issued by the Statutory Auditors;
  • Internal Audit Reports relating to internal control weaknesses; and
  • the appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
  • statement of deviations:
    • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).
    • annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015.

During the Financial Year ended as on March 31, 2018, One (1) meeting of Nomination and Remuneration Committee was held on August 05, 2017. The composition of Nomination and Remuneration Committee as on March 31, 2018 and the details of Members attendance at the meetings of the Committee are as under:

Mr. Ankit Mishra, Company Secretary of the Company act as Secretary to the Committee.

The terms of reference of the Committee inter alia, include the following:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a Policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
2. Formulating a criteria for evaluation of performance of Independent Directors and the Board of Directors;
3. Devising a Policy on diversity of Board of Directors;
4. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

Performance evaluation criteria for Independent Directors -

The Nomination and Remuneration Committee has laid down the Criteria for performance evaluation of Independent Directors which are as under -

Areas of Evaluation

• Attendance & participation
• Code of Conduct
• Interpersonal Skills
• Updation & Awareness
• Understanding & Contribution
• Vigil-Mechanism
• Opinions & Suggestions
• Leadership Skills
• Team Work
• Compliances

(c) Stakeholders Relationship Committee :

The Stakeholders Relationship Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations, 2015.

During the Financial year ended as on March 31, 2018, Four (4) Stakeholders Relationship Committee Meetings were held on May 30, 2017, August 05, 2017, November 07, 2017 and February 02, 2018. The composition of the Stakeholders Relationship Committee as on March 31, 2018 and the details of Members attendance at the meetings of the Committee are as Under :

The Committee shall consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of Annual Report and non-receipt of declared Dividends. The terms of reference of the Committee inter alia, include the following:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.”

During the year under review, Company received 107 complaints all of which were resolved to the satisfaction of the shareholders.

The Company Secretary of the Company acts as Compliance Officer of the Committee.

The Company obtains half yearly certificate from a Company Secretary in Practice under Regulation 40(9) of the Listing Regulations, confirming the issues of certificates for transfer, subdivision, consolidation etc and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(10) of the Listing Regulations. Further the Compliance Certificate under Regulation 7(3) of the Listing Regulations, confirming that all the activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Share Transfer Agent registered with Securities and Exchange Board of India is also filed with the Stock Exchanges on a half yearly basis.

In accordance with Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996 and SEBI Circular No, D&CC/FITTC/Cir- 16/2002 dated 31st December, 2002, a qualified Practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with NSDL and CDSL and the total issued and listed equity share capital. The audit report confirms that the total issued and paid-up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

4. REMUNERATION OF DIRECTORS

The remuneration paid to the Executive Directors of the Company is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee subject to the approval of Shareholders / Central Government, wherever required. The existing Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The Remuneration Policy is in consonance with the existing industry practice:

(a) Non-Executive Directors

Non-Executive Directors / Independent Directors are paid sitting fees for attending the meetings of Board of Directors within the prescribed limits. The Sitting Fees paid to them for the year ended March 31, 2018 is ₹2,30,000 * detailed as : 1) Mr. Qazi Salam Noorus –₹50,000 /-; 2) Mr. Pashupati Nath Kapoor - ₹40,000/-; 3) Dr. Yashvir Singh - Rs. 30,000 /-; 4) Mr. Subhash Sapra - ₹30,000 /-; 5) Mr. Sudhindra Kumar Jain - ₹50,000 /-; 6) Mrs. Vinita Kejriwal – ₹20,000 /-.

* Sitting Fees include fees for attending a separate meeting of Independent Directors held on March 20, 2018

* During the year, there was no other pecuniary relationship or transaction of Non Executive Directors/ Independent Directors with the Company.

* The Company has not issued any stock option

*The Company has also paid ₹10, 000/- to Late Mr. Islam ul Haq who ceased to be Director of the Company w.e.f. July 14, 2017 because of his sad demise.

(b) Executive Directors

The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation and recommends the remuneration payable to them, within the parameters approved by the shareholders / Central Government, to the Board for their approval.

As per terms of appointment, remuneration paid to the Directors during the year and approved by the Nomination and Remuneration Committee is as under:

5. GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:

Details of Special Resolutions passed in the last three Annual General Meetings is given hereunder:

Details of Resolutions passed through Postal Ballot Process:

During the year 2017-18, the Company had not passed any Special Resolution through Postal Ballot process.

6. MEANS OF COMMUNICATION

Timely disclosure of the information on corporate financial performance and the corporate developments is a sign of good governance practice which Company follows:

(a) Publications of Quarterly Results

The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchange(s) in accordance with the SEBI (LODR) Regulations, 2015 are generally published in the Business Standard (English and Hindi).

(b) Websites

The Company’s website (www.mirza.co.in) contains a separate section “Investor Relations” where shareholders information is available.

(c) Stock Exchange

The Company makes timely disclosures of necessary information to BSE Limited and National Stock Exchange of India Limited in terms of the Listing Regulations and other Rules and Regulations issued by the SEBI.

(d) NEAPS ( NSE Electronic Application Processing System ):

The NEAPS is web based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among others filed electronically on NEAPS.

(e) BSE Corporate Compliance & Listing Center (“Listing Centre”)

BSE Listing Centre is web based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among other filed electronically on the Listing Centre.

(f) SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action taken Reports (ATRs) by concerned Companies and online viewing by investors of actions taken on the complaint and current status.

(g) Reminders to Investors

Reminders to shareholders for claiming returned undelivered share certificates, unclaimed dividend and transfer of shares thereto, email registration, are regularly communicated and dispatched.

(h) Designated Exclusive E-mail Id:

The Company has designated the following email ids exclusively for investor servicing:

1) ankit.mishra@redtapeindia.com

2) shivakumar.n@karvy.com

7. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Date:26.09.2018

Time: 01:00 P.M

Venue: Auditorium of Directorate of Extension, Chandra Shekhar Azad (CSA) University of Agriculture and Technology, Nawabganj, Kanpur- 208002

Financial Calendar (2018-19) (tentative)

Book Closure Date: From September 19, 2018 to September 26, 2018 (Both days inclusive) Dividend Payment Date: October 01, 2018

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

MARKET PRICE DATA

The details of monthly High Low Price (s) of Shares of the Company on National Stock Exchange & monthly High Low Index of NIFTY are as given below:

The details of monthly High Low Price (s) of Shares of the Company on Bombay Stock Exchange & monthly High Low BSE Sensex are as given below:

Registrar and Share Transfer Agent

REGISTRAR AND SHARE TRANSFER AGENT

KARVY COMPUTERSHARE PVT. LTD.
Karvy Selenium Tower B, Plot no. 31-32
Gachibowli Financial District,
Nanakaramguda , Hyderabad-500 032
Tel: +91-40-67161700
Fax: +91-40-67161680

SHARE TRANSFER SYSTEM :

Transfers of equity shares in electronic form are done through the depositories with no involvement of the Company.

Transfer of equity shares in physical form are processed by our Registrar & Share Transfer Agent i.e. Karvy Computershare Pvt. Ltd., Hyderabad within 10 to 12 working days from the date of receipt, provided the documents are complete in all respects. The Directors and certain Company officials are authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings.

DISTRIBUTION SCHEDULE AS ON MARCH 31, 2018:

SHAREHOLDING PATTERN AS ON MARCH 31, 2018:

DEMATERIALISATION OF SHARES AND LIQUIDITY:

The break-up of 12,03,06,000 equity shares held in Physical and Dematerialised form as on March 31, 2018, is given below:

The Securities and Exchange board of India (SEBI) at its Board Meeting held on 28th March, 2018 revised the provisions relating to transfer of listed securities and decided that requests for effecting transfer listed securities shall not be processed unless the securities are held in the dematerialized form with a depository participant. The said measure of SEBI is aimed at curbing fraud and manipulation risk in physical transfer of securities by unscrupulous entities. Transfer of securities only in demat form will improve ease, convenience and safety of transactions for investors. Date of this amendment will be notified later.

Shareholders who continue to hold shares in physical form are advised to dematerialised their shares at earliest. For any clarification, assistance or information, relating to dematerialisation of shares the Companies RTA may be contacted.

OUTSTANDING GDRS /ADRS /WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

The Company does not have any outstanding GDRs/ADRs/Warrants/Convertible instruments as on March 31, 2018.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Company use Forward Contracts for hedging the risk.

WORK LOCATIONS OF THE COMPANY

ADDRESS FOR CORRESPONDENCE:

Shareholders correspondence should be addressed to our Registrar & Share Transfer Agents at the address mentioned above. Contact Persons: Mr. N Shiv Kumar Ph. No. +91 040 6716 1653, Email id.: shivkumar.n@karvy.com Shareholders may also contact Mr. Ankit Mishra, Company Secretary and Compliance Officer at the Registered Office of the Company for any assistance Ph. No. 0512-2530775 Email id: ankit.mishra@redtapeindia.com. Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.

CEO & CFO CERTIFICATION

The CEO and CFO of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The CEO and CFO also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The annual certificate given by the CEO and CFO is published in this Report.

DISCLOSURES

• There are no materially significant transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have a potential conflict with the interest of the Company at large. Transactions with the Related Parties are disclosed in Notes to the Accounts in the Annual Report.
• During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any other Statutory Authority for non-compliance of any matter related to the Capital Markets.
• The Company has adopted a Vigil Mechanism/ Whistle Blower Policy for developing a culture where it is safe for all Directors/Employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows unrestricted access to all employees and other to approach the Audit Committee and there has been no instance during the year where any personnel has been denied access to the Audit Committee.
• The Company has complied with all mandatory requirements and adopted part of non-mandatory requirements of SEBI (LODR) Regulations, 2015.
• The Company does not have Material Subsidiary. Further, a Policy on Related Party Transactions is posted on the website of the Company and is available at the web link http://mirza.co.in/policy.html
• During the Financial Year ended on March 31, 2018 the Company did not engage in commodity hedging activities.
• The Company has complied with all the requirement of Corporate Governance Report.
• The Company has presently not adopted certain non-mandatory requirements in regard to maintenance of Non Executive Chairman’s Office, sending half-yearly declaration of financial performance to each household of shareholders. However, other non mandatory requirements viz. reporting of Internal Auditors directly to the Audit Committee, separate posts of the Chairman and Chief Executive Officer and regime of unqualified financial statements has generally been complied with.
• The Company has complied all the requirements of Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015.

8. DETAILS OF SHAREHOLDERS SUSPENSE ACCOUNT

Note: Voting Rights on these Shares shall remain frozen till the rightful owner of such shares claims the shares.

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm that:

The Company has obtained from all the Board and Senior Management Personnel, affirmation(s) that they have complied with the code of conduct for Board Members and Senior Management Personnel in respect of Financial Year ended on March 31, 2018.

CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

To
The Board of Directors
Mirza International Limited

1. We have reviewed financial statements and the cash flow statement of Mirza International Limited for the year ended March 31, 2018 and to the best of our knowledge and belief:
   1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
   2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.
4. We have indicated to the Auditors and the Audit Committee that:
   1. there are no significant changes in internal control over financial reporting during the year;
   2. there are no significant changes in accounting policies during the year; and
   3. there are no instances of significant fraud of which we have become aware.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance is as follows:

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the process which help to maintain professional, transparent, ethical and perpetual business. It is a set of systems and practices to ensure that the affairs of the Company are being managed in a way which ensures accountability, transparency and fairness in all its transactions.

MIL believes that good corporate governance practices enable the management to direct and control the affairs of the company in an efficient manner and to achieve the goal of maximizing value for its stakeholders.

Corporate Governance is not a destination but a continuous journey with an upward moving target. The Company will continue its efforts towards raising its standard in Corporate Governance and will also review its system and procedures constantly in order to keep pace with the changing economic environment.

2. BOARD OF DIRECTORS

The Board of Directors has an ideal combination of Executive and Non Executive Independent Directors and is in conformity with the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015

As on 31.03.2017, Board of Directors comprises of 13 Directors out of which 6 are Executive Directors and 7 are Non Executive Independent Directors including 1 Woman Director. The Chairman is Executive Director and Promoter of the Company. None of the Directors on the Board is a member in more than 10 Committees or act as a Chairman of more than 5 Committees (as specified in Regulation 26 of SEBI (LODR) Regulations, 2015), across all the Companies in which they are Director. The necessary disclosures regarding Committee Memberships/ Chairmanships have been made by the Directors. Further none of the Independent Directors serve as such in more than seven (7) Listed Companies.

The numbers of Independent Directors are 7 which are in compliance with the stipulated one half of the total number of Directors. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company. Every Independent Director at the first meeting of the Board in which he/she participate as a Director and thereafter at the first meeting of the Board in every financial year gives a declaration that he/she meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

Mr. Irshad Mirza, Chairman is father of Mr. Rashid Ahmed Mirza, Managing Director, Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza & Mr. Tasneef Ahmad Mirza, Whole Time Directors of the Company.

The Board of Directors met 5 times during the financial year 2016-17.The meetings were held on April1, 2016, May 30, 2016, July30, 2016, November 12, 2016 and January 31, 2017. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

The following table gives the composition and category of the Directors on the Board, their attendance at the Board Meetings during the year and the last Annual General Meeting, as also the number of Directorships and Committee Memberships / Chairmanships held by them in other Companies:

Notes:

1. No. of equity shares held by Non Executive Directors as on 31st March, 2017 are : Mr. SubhashSapra - 1000; Mr. P.N. Kapoor – Nil; Mr. Islam ulHaq – Nil; Mr. Sudhindra Kumar Jain – Nil; Mr. Q. N. Salam – Nil; Dr. Yashvir Singh – Nil, Mrs. Vinita Kejriwal - Nil

2. For the purpose of the above, Directorship in other Public Limited Companies is only considered

3. In accordance with Regulation 26 of the SEBI (LODR) Regulations, Membership(s)/ Chairmanship(s) of only Audit Committee and Stakeholder Relationship Committees in all Public Limited Companies (excluding Mirza International Limited) have been considered.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

Independent Directors of the Company are eminent personalities having wide experience in the fields of Finance, Education, Industry, Commerce and Administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.

The Board Members are provided with necessary documents, reports and internal Policies to enable them familiarize with the Company’s procedures and practices.

Periodic presentations are made at the Board & Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risk involved. Detailed presentations on the Company’s business segments were made at the separate meeting of the Independent Directors held during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. The details of such familiarization programme for Independent Directors are posted on the website of the Company and can be accessed at http://mirza.co.in/download/familiarization_programmes.pdf

3. COMMITTEES OF THE BOARD

The Companies has constituted various committees for the smooth functioning of the Board. The composition of all Board Committees is in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Details of mandatory committees as per SEBI (LODR) Regulations are as given below:

(a) AUDIT COMMITTEE

Audit Committee of the Company comprises the majority of Independent Directors.The Committee composition meets with the requirements of Sec 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015.

During the Financial Year 5 (Five) Audit Committee Meetings held on April 1, 2016, May 30, 2016, July 30, 2016, November 12, 2016,January 31, 2017 and the Committee reviewed the Related Party Transactions, Internal Audit Report, Quarterly and Half Yearly and Annual Financial Statements before submission to the Board. The composition of Audit Committee as on March 31, 2017 and the details of Members attendance at the meetings of the Committee are as Under:

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls. The Chairman of the Audit Committee attended the Annual General Meeting of the Company and Company Secretary is acting as the Secretary of the Audit Committee. The terms of reference of Audit Committee are comprises as the followings:

• Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
• Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:
  • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to financial statements;
  • Disclosure of any Related Party Transactions;
  • Qualifications in Draft Audit Report
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with Related Parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the listed entity, wherever it is necessary;
• Evaluation of Internal Financial Controls and Risk Management Systems;
• Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;
• Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit;
• Discussion with Internal Auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower Mechanism;
• Approval of appointment of Chief Financial Officer after assessing the Qualifications, experience and background, etc. of the candidate;
• The Audit Committee shall mandatorily review the following information:
  • Management discussion and analysis of financial condition and results of operations;
  • Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;
  • Internal Audit Reports relating to internal control weaknesses; and
  • The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
  • Statement of deviations:
    • Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1)
    • Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(b) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015. The terms of reference of the Committee inter alia, include the following:

• Formulating a criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a Policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
• Formulating a criteria for evaluation of performance of Independent Directors and the Board of Directors;
• Devising a Policy on diversity of Board of Directors;
• Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
• Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

During the Financial Year no meeting of Nomination and Remuneration Committee Meeting was held. The composition of the Nomination and Remuneration Committee as on March 31, 2017 the details of Members attendance at the meeting of the Committee are as Under :

Performance evaluation criteria for Independent Directors -

The Nomination and Remuneration Committee has laid down the Criteria for performance evaluation of Independent Directors which are as under -

Areas of Evaluation

• Attendance & participation
• Code of Conduct
• Interpersonal Skills
• Updation & Awareness
• Understanding & Contribution
• Vigil-Mechanism
• Opinions & Suggestions
• Leadership Skills
• Team Work
• Compliances

(c) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

The Shareholders/Investors' Grievance Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations, 2015.

The Committee shall consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of Annual Report and non-receipt of declared Dividends.

During the Financial year ended as on March 31, 2017, Five (5) Share Transfer and Investors' Grievance Committee Meetings were held on April 1, 2016, May 30, 2016, July 30, 2016 November 12, 2016, January 31, 2017. The composition of the Share Transfer and Investors Grievance Committee as on March 31, 2017 and the details of Members attendance at the meetings of the Committee are as Under :

During the year under review, Company received 53 complaints all of which were resolved to the satisfaction of the shareholders.

The Company Secretary of the Company acts as Compliance Officer of the Committee.

4. REMUNERATION OF DIRECTORS

The remuneration paid to the Executive Directors of the Company is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee subject to the approval of Shareholders / Central Government, wherever required. The existing Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The Remuneration Policy is in consonance with the existing industry practice:

A. NON EXECUTIVE DIRECTORS

Non Executive Directors/ Independent Directors are paid sitting fees for attending the meetings of Board of Directors within the prescribed limits. The Sitting Fees paid to them for the year ended March 31, 2017 is ₹3,30,000 * detailed as : 1) Mr. Q.N. Salam – ₹60,000 /-; 2) Mr. P.N. Kapoor - ₹50,000/-; 3) Dr. Yashvir Singh - ₹40,000 /-; 4) Mr. SubhashSapra - ₹30,000 /-; 5) Mr. Islam ulHaq - ₹60,000 /-; 6) Mr. Sudhindra Kumar Jain - ₹60,000 /-; 7) Mrs. Vinita Kejriwal – ₹30,000 /-.

*Sitting Fees also paid to Independent Directors for attending a separate meeting of Independent Directors.

B. EXECUTIVE DIRECTORS

The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation and recommends the remuneration payable to them, within the parameters approved by the shareholders / Central Government, to the Board for their approval.

As per terms of appointment, remuneration paid to the Directors during the year and approved by the Nomination and Remuneration Committee is as under:

5. GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Details of Special Resolutions passed in the last three Annual General Meetings is given hereunder:

DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL BALLOT PROCESS:

During the year 2016-17, the Company had not passed any resolutions through Postal Ballot process.

6. MEANS OF COMMUNICATION:

The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchange(s) in accordance with the SEBI (LODR) Regulations, 2015 are generally published in The Financial Express (English) and Dainik Aaj (in Hindi). The information regarding the performance of the Company is shared with shareholders vide Annual Report. The Press Releases, Quarterly and Annual Results are also posted on the Company’s website www.mirza.co.in.

7. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting

Date:28th September, 2017

Time: 01:00 P.M

Venue:Auditorium of Council for Leather Exports, HBTI, Nawabganj, Kanpur

Financial Calendar (2017-18) (tentative)

Book Closure Date: From September 22, 2017 to September 28 , 2017 (Both days inclusive) Dividend Payment Date: October 3, 2017

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

MARKET PRICE DATA

The details of monthly High Low Price (s) of Shares of the Company on National Stock Exchange& monthly High Low Index of NIFTY are as given below:

The details of monthly High Low Price (s) of Shares of the Company on Bombay Stock Exchange & monthly High Low BSE Sensex are as given below:

REGISTRAR AND SHARE TRANSFER AGENT

KARVY COMPUTERSHARE PVT. LTD.

Karvy Selenium Tower B, Plot no. 31-32
Gachibowli Financial District,
Nanakaramguda , Hyderabad-500 032
Tel: +91-40-67161700
Fax: +91-40-67161680

SHARE TRANSFER SYSTEM :

The Company is providing facilities of common agency for all the work related to share registry in terms of both physical and electronic at a single point by our Registrar & Share Transfer Agent i.e. Karvy Computershare Pvt. Ltd., Hyderabad. The Company submit a Compliance Certificate to the exchange duly signed by both the Compliance Officer of the Company and authorised representative of Registrar and Share Transfer Agent. Presently, the share transfers which are received in physical form are processed and the share certificates returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects.

The Company obtains from a Company Secretary in Practice a half yearly Compliance Certificate of compliance with the share transfer formalities as required under 40(9) of SEBI (LODR) Regulations, 2015 and file a copy of the certificate with the Stock Exchanges.

DISTRIBUTION SCHEDULE AS ON MARCH 31, 2017:

SHAREHOLDING PATTERN AS ON MARCH 31, 2017:

DEMATERIALISATION OF SHARES AND LIQUIDITY:

The break-up of 12,03,06,000 equity shares held in Physical and Dematerialised form as on March 31, 2017, is given below:

OUTSTANDING GDRS /ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

Not applicable.

Company use Forward Contracts for hedging the risk.

WORKS LOCATIONS OF THE COMPANY:

ADDRESS FOR CORRESPONDENCE:

Shareholders correspondence should be addressed to our Registrar & Share Transfer Agents at the address mentioned above. Contact Persons: Mr. N Shiv Kumar Ph. No. +91 040 6716 1653, Email id.: shivkumar.n@karvy.com Shareholders may also contact Mr. Ankit Misra, Company Secretary at the Registered Office of the Company for any assistance Ph. No. 0512-2530775 Email id:ankit.mishra@redtapeindia.com. Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.

DISCLOSURES:

• There are no materially significant transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have a potential conflict with the interest of the Company at large. Transactions with the Related Parties are disclosed in Notes to the Accounts in the Annual Report.
• During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any other Statutory Authority for non-compliance of any matter related to the Capital Markets.
• The Company has adopted a Vigil Mechanism/ Whistle Blower Policy for developing a culture where it is safe for all Directors/Employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows unrestricted access to all employees and other to approach the Audit Committee and there has been no instance during the year where any personnel has been denied access to the Audit Committee.
• The Company has complied with all mandatory requirements and adopted part of non-mandatory requirements of SEBI (LODR) Regulations, 2015.
• The Company does not have Subsidiary / Material Subsidiary. Further, a Policy on Related Party Transactions is posted on the website of the Company and is available at the web link http://mirza.co.in/policy.html
• During the Financial Year ended on 31st March, 2017 the Company did not engage in commodity hedging activities.
• During the Financial Year ended on 31st March, 2017 the Company did not engage in commodity hedging activities.
• The Company has presently not adopted certain non-mandatory requirements in regard to maintenance of Non Executive Chairman’s Office, sending half-yearly declaration of financial performance to each household of shareholders and reporting of Internal Auditors directly to the Audit Committee. However, other non mandatory requirements viz. separate posts of the Chairman and Chief Executive Officer and regime of unqualified financial statements has generally been complied with.
• The Company has complied all the requirements of Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015.

8. DETAILS OF SHAREHOLDERS SUSPENSE ACCOUNT

CERTIFICATE OF COMPLIANCE WITH CODE OF CONDUCT

As per 26 (3) of the SEBI (LODR) Regulations, 2015, all Board Members and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the Financial Year ended on March 31, 2017.

COMPLIANCE CERTIFICATE

To
The Board of Directors
Mirza International Limited

We have examined the compliance of conditions of Corporate Governance by Mirza International Limited (“the Company”) for the year ended 31st March, 2017 as stipulated in Para E of schedule V of SEBI (LODR) Regulations, 2015.

The Compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that Company has materially complied with the conditions of Corporate Governance as stipulated in the above Listing Regulation.

We further state that such compliance is neither an assurance to future viability of the Company nor of the efficiency or effectiveness with which management has conducted affairs of the Company.

Annexure IV

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance is as follows:

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is a necessary tool for achieving all round business excellence reflected in enhanced shareholder value without compromising with the need and interest of other stakeholders.

MIL has been practicing the principles of good Corporate Governance over the years with a focus on transparency, professionalism, fairness, trusteeship and accountability.

Corporate Governance is not a destination but a continuous journey with an upward moving target. The Company will continue its efforts towards raising its standard in Corporate Governance and will also review its system and procedures constantly in order to keep pace with the changing economic environment.

2. BOARD OF DIRECTORS

The Company has a balanced mix of Executive and Non Executive Independent Directors. As on 31.03.2016, Board of Directors comprises of 13 Directors out of which 6 are Executive Directors and 7 are Non Executive Independent Directors including 1 Woman Director. The Chairman is Executive Director and Promoter of the Company. The number of Independent Director is 7 which are in compliance with the stipulated one half of the total number of Directors. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company. All Independent Directors meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

Mr. Irshad Mirza, Chairman is father of Mr. Rashid Ahmed Mirza, Managing Director, Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza & Mr. Tasneef Ahmad Mirza, Whole Time Directors of the Company. None of the Directors on the Board is a member in more than 10 Committees or act as a Chairman of more than 5 Committees (as specified in Regulation 26 of SEBI (LODR) Regulations, 2015), across all the Companies in which they are Director. The necessary disclosures regarding Committee Memberships/ Chairmanships have been made by the Directors. Further none of the Independent Directors serve as such in more than seven (7) Listed Companies.

During the Financial year ended as on 31 st March, 2016, Six (6) Board Meetings were held on 29 th May, 2015, 12 th June, 2015, 30 th July, 2015, 6 th November, 2015, 27 th January, 2016 and 18 th February, 2016. The maximum time gap between any two meetings was not more than one hundred and twenty days.

The following table gives the composition and category of the Directors on the Board, their attendance at the Board Meetings during the year and the last Annual General Meeting, as also the number of Directorships and Committee Memberships / Chairmanships held by them in other Companies:

Notes:

1. No. of equity shares held by Non Executive Directors as on 31 st March, 2016 are : Mr. Subhash Sapra - 1000; Mr. P.N. Kapoor – Nil; Mr. Islam ul Haq – Nil; Mr. Sudhindra Kumar Jain – Nil; Mr. Q. N. Salam – Nil; Dr. Yashvir Singh – Nil, Mrs. Vinita Kejriwal - Nil

2. For the purpose of the above, Directorship in other Public Limited Companies is only considered.

3. In accordance with Regulation 26 of the SEBI (LODR) Regulations, Membership(s)/ Chairmanship(s) of only Audit Committee and Stakeholder Relationship Committees in all Public Limited Companies (excluding Mirza International Limited) have been considered.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

Independent Directors of the Company are eminent personalities having wide experience in the fields of Finance, Education, Industry, Commerce and Administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.

The Board Members are provided with necessary documents, reports and internal Policies to enable them familiarise with the Company’s procedures and practices.

Periodic presentations are made at the Board & Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risk involved. Detailed presentations on the Company’s business segments were made at the separate meeting of the Independent Directors held during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. The details of such familiarization programme for Independent Directors are posted on the website of the Company and can be accessed at http://mirza.co.in/download.html

3. COMMITTEES OF THE BOARD

(a) AUDIT COMMITTEE

Audit Committee has been constituted as per Sec 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015.

Audit Committee of the Company comprises the majority of Independent Directors. During the Financial Year 5 (Five) Audit Committee Meetings held on 29 th May, 2015, 12 th June, 2015, 30 th July, 2015, 6 th November, 2015, 27 th January, 2016 and the Committee reviewed the Related Party Transactions, Internal Audit Report, Quarterly and Half Yearly and Annual Financial Statements before submission to the Board. The composition of Audit Committee as on March 31 st , 2016 and the details of Members attendance at the meetings of the Committee are as Under :

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls. The Chairman of the Audit Committee attended the Annual General Meeting of the Company and Company Secretary is acting as the Secretary of the Audit Committee. The terms of reference of Audit Committee are comprises as the followings:

• Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
• Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:
  • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to financial statements;
  • disclosure of any Related Party Transactions;
  • Qualifications in Draft Audit Report
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with Related Parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the listed entity, wherever it is necessary;
• Evaluation of Internal Financial Controls and Risk Management Systems;
• Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;
• Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit;
• Discussion with Internal Auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower Mechanism;
• Approval of appointment of Chief Financial Officer after assessing the Qualifications, experience and background, etc. of the candidate;
• The Audit Committee shall mandatorily review the following information:
  • Management discussion and analysis of financial condition and results of operations;
  • Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;
  • management letters / letters of internal control weaknesses issued by the Statutory Auditors;
  • Internal Audit Reports relating to internal control weaknesses; and
  • The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
  • Statement of deviations:
    • Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).
    • Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(b) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015. The terms of reference of the Committee inter alia, include the following:

• Formulating a criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a Policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
• Formulating a criteria for evaluation of performance of Independent Directors and the Board of Directors;
• Devising a Policy on diversity of Board of Directors;
• Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
• Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

During the Financial Year Nomination and Remuneration Committee Meeting held on 30/07/2015. The composition of the Nomination and Remuneration Committee as on March 31 st , 2016 the details of Members attendance at the meeting of the Committee are as Under :

Performance evaluation criteria for Independent Directors -

The Nomination and Remuneration Committee has laid down the Criteria for performance evaluation of Independent Directors which are as under -

Areas of Evaluation

• Attendance & participation
• Code of Conduct
• Interpersonal Skills
• Updation & Awareness
• Understanding & Contribution
• Vigil-Mechanism
• Opinions & Suggestions
• Leadership Skills
• Team Work
• Compliances

(c) SHARE TRANSFER AND INVESTORS GRIEVANCE COMMITTEE :

The Share Transfer and Investors' Grievance Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations, 2015.

The Committee shall consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of Annual Report and non-receipt of declared Dividends.

During the Financial year ended as on 31st March, 2016, Four (4) Share Transfer and Investors' Grievance Committee Meetings were held on 29th May, 2015, 30th July, 2015, 6th November, 2015, 27th January, 2016. The composition of the Share Transfer and Investors Grievance Committee as on March 31st, 2016 and the details of Members attendance at the meetings of the Committee are as Under :

During the year under review, Company received 99 complaints all of which were resolved to the satisfaction of the shareholders.

The Company Secretary of the Company acts as Compliance Officer of the Committee.

4. REMUNERATION OF DIRECTORS

The remuneration paid to the Executive Directors of the Company is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee subject to the approval of Shareholders / Central Government, wherever required. The existing Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The Remuneration Policy is in consonance with the existing industry practice:

A. NON EXECUTIVE DIRECTORS

Non Executive Directors/ Independent Directors are paid sitting fees for attending the meetings of Board of Directors within the prescribed limits. The Sitting Fees paid to them for the year ended 31st March, 2016 is Rs. 4,00,000 * detailed as : 1) Mr. Q.N. Salam –Rs. 50,000 /-; 2) Mr. P.N. Kapoor - Rs 70,000/-; 3) Dr. Yashvir Singh - Rs. 70,000 /-; 4) Mr. Subhash Sapra - Rs. 40,000 /-; 5) Mr. Islam ul Haq - Rs. 50,000 /-; 6) Mr. Sudhindra Kumar Jain - Rs. 70,000 /-; 7) Mrs. Vinita Kejriwal – Rs. 50,000 /-.

*Sitting Fees also paid to Independent Directors for attending a separate meeting of Independent Directors.

B. EXECUTIVE DIRECTORS

The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation and recommends the remuneration payable to them, within the parameters approved by the shareholders / Central Government, to the Board for their approval. As per terms of appointment, remuneration paid to the Directors during the year and approved by the Nomination and Remuneration Committee is as under:

5. GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Details of Special Resolutions passed in the last three Annual General Meetings is given hereunder:

DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL BALLOT PROCESS:

During the year 2015-16, the Company passed the following resolutions through Postal Ballot pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 for the purposes as stated herein:

The above Special Resolutions were passed with the requisite majority. The procedure prescribed under Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 was duly followed for the Postal Ballot conducted for Special Resolutions mentioned above, Mr. Sanjay Kumar Gupta, Practicing Company Secretary (C.P. No. : 3324) was appointed as Scrutinizer for conducting the Postal Ballot exercise for aforesaid matters.

6. MEANS OF COMMUNICATION:

The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchange(s) in accordance with the SEBI (LODR) Regulations, 2015 are generally published in The Financial Express (English) and Dainik Aaj (in Hindi). The information regarding the performance of the Company is shared with shareholders vide Annual Report. The Press Releases, Quarterly and Annual Results are also posted on the Company’s website www.mirza.co.in.

7. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting

Financial Calendar (2016-17) (tentative)

Book Closure Date: From 23rd September, 2016 to 29th September, 2016 (Both days inclusive) Dividend Payment Date: 3rd October, 2016

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

MARKET PRICE DATA:

The details of monthly High Low Price (s) of Shares of the Company on National Stock Exchange & monthly High Low Index of NIFTY are as given below:

The details of monthly High Low Price (s) of Shares of the Company on Bombay Stock Exchange & monthly High Low BSE Sensex are as given below:

REGISTRAR AND SHARE TRANSFER AGENT

KARVY COMPUTERSHARE PVT. LTD.

Karvy Selenium Tower B, Plot no. 31-32
Gachibowli Financial District,
Nanakaramguda , Hyderabad-500 032
Tel: +91-40-67161700
Fax: +91-40-67161680

SHARE TRANSFER SYSTEM :

The Company is providing facilities of common agency for all the work related to share registry in terms of both physical and electronic at a single point by our Registrar & Share Transfer Agent i.e. Karvy Computershare Pvt. Ltd., Hyderabad. The Company submit a Compliance Certificate to the exchange duly signed by both the Compliance Officer of the Company and authorised representative of Registrar and Share Transfer Agent. Presently, the share transfers which are received in physical form are processed and the share certificates returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects.

The Company obtains from a Company Secretary in Practice a half yearly Compliance Certificate of compliance with the share transfer formalities as required under 40(9) of SEBI (LODR) Regulations, 2015 and file a copy of the certificate with the Stock Exchanges.

DISTRIBUTION SCHEDULE AS ON 31ST MARCH 2016:

SHAREHOLDING PATTERN AS ON 31ST MARCH 2016:

DEMATERIALISATION OF SHARES AND LIQUIDITY:

The break-up of 10,83,06,000 equity shares held in Physical and Dematerialised form as on March 31, 2016, is given below:

OUTSTANDING GDRS /ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

Not applicable.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Company use Forward Contracts for hedging the risk.

WORKS LOCATIONS OF THE COMPANY:

ADDRESS FOR CORRESPONDENCE:

Shareholders correspondence should be addressed to our Registrar & Share Transfer Agents at the address mentioned above. Contact Persons: Ms. Sravanthi Kodali Ph. No. +91 040 6716 1653, Email id.: sravanthi.kodali@karvy.com Shareholders may also contact Mr. Ankit Misra, Company Secretary at the Registered Office of the Company for any assistance Ph. No. 0512-2530775 Email id:ankit.mishra@redtapeindia.com. Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.

DISCLOSURES:

• There are no materially significant transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have a potential conflict with the interest of the Company at large. Transactions with the Related Parties are disclosed in Notes to the Accounts in the Annual Report.
• During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any other Statutory Authority for non-compliance of any matter related to the Capital Markets.
• The Company has adopted a Vigil Mechanism/ Whistle Blower Policy for developing a culture where it is safe for all Directors/Employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows unrestricted access to all employees and other to approach the Audit Committee and there has been no instance during the year where any personnel has been denied access to the Audit Committee.
• The Company has complied with all mandatory requirements and adopted part of non-mandatory requirements of SEBI (LODR) Regulations, 2015.
• The Company does not have Subsidiary / Material Subsidiary. Further, a Policy on Related Party Transactions is posted on the website of the Company and is available at the web link http://mirza.co.in/policy.html
• During the Financial Year ended on 31st March, 2016 the Company did not engage in commodity hedging activities.
• The Company has complied with all the requirement of Corporate Governance Report.
• The Company has presently not adopted certain non-mandatory requirements in regard to maintenance of Non Executive Chairman’s Office, sending half-yearly declaration of financial performance to each household of shareholders and reporting of Internal Auditors directly to the Audit Committee. However, other non mandatory requirements viz. separate posts of the Chairman and Chief Executive Officer and regime of unqualified financial statements has generally been complied with.
• The Company has complied all the requirements of Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015.

8. DETAILS OF SHAREHOLDERS SUSPENSE ACCOUNT

Note: Voting Rights on these Shares shall remain frozen till the rightful owner of such shares claim the shares.

CERTIFICATE OF COMPLIANCE WITH CODE OF CONDUCT

As per SEBI (LODR) Regulations, 2015, all Board Members and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the Financial Year ended on 31st March, 2016.

COMPLIANCE CERTIFICATE

The Board of Director of
Mirza International Limited

We have examined the compliance of conditions of Corporate Governance by Mirza International Limited (“the Company”) for the year ended 31st March, 2016 as stipulated in Para E of schedule V of SEBI (LODR) Regulations, 2015.

The Compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that Company has materially complied with the conditions of Corporate Governance as stipulated in the above Listing Regulation.

We further state that such compliance is neither an assurance to future viability of the Company nor of the efficiency or effectiveness with which management has conducted affairs of the Company.

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company has set itself the objective of expanding its capacities and becoming globally competitive in its Business. As a part of its growth strategy, the Company believes in adopting the "best practices" that are followed in the area of Corporate Governance across various geographies. The Company emphasises the need for full transparency and accountability in all its transactions, in order to protect the interests of its Stakeholders. The Board considers itself as a Trustee of its Shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth.

Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement with Stock Exchanges.

2. BOARD OF DIRECTORS

As required under Section 149(3) of the Companies Act, 2013, & Clause 49 of Listing Agreement, Ms Vinita Kejriwal, a Women Director, has been appointed as an Independent Director on the Board. Chairmanships as on 31st March, 2014 are as follows:

Other relevant details of Directors are as follows :

Notes:

1. Mr. Irshad Mirza, Chairman is father of Mr. Rashid Ahmed Mirza, Managing Director, Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza &
Mr. Tasneef Ahmad Mirza, whole-time directors of the Company.

2. No. of equity shares held by non-executive directors as on 31st March, 2015 are : Mr. SubhashSapra- 1000; Mr. P.N. Kapoor – Nil; Mr. Islamul Haq - Nil; Mr. Sudhindra Kumar Jain – Nil; Mr. Q.N. Salam – Nil; Dr. Yashveer Singh – 1000, Mrs. Vinita Kejriwal - Nil

3. For the purpose of the above, directorship in other public limited Companies only are considered

4. For the purpose of the above, membership / chairmanship in the Audit Committee, Shareholders' Grievance Committee and Nomination and Remuneration Committee are considered.

Disclosures regarding appointment/re-appointment of Directors

As per section 152(6) (a) Companies Act, 2013, two-third of the Directors should retire by rotation. One-third of these Directors are required to retire every year and if eligible, they can offer themselves for re-appointment. Accordingly, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A brief resume of the Directors to be appointed /eligible for re-appointment is separately annexed and forms part of the report.

NUMBER OF BOARD MEETING

DIRECTORS ATTENDENCE RECORDS

3. COMMITTEES OF THE BOARD:

(a) AUDIT COMMITTEE

The Audit Committee continued working under Chairmanship of Mr.Sudhindra Kumar Jain with Mr. P.N. Kapoor, Mr. Q.N. Salam, Mr SubhashSapra, Mr.IrshadMirza as members. During the year Mr. Q.N. Salam was also inducted as Member of the Committee w.e.f. 20/02/2015. All the members of Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the Internal Auditor to get their inputs on significant matters relating to their areas of audit. The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

(b) NOMINATION AND REMUNERATION COMMITTEE:

The role of Remuneration Committee which is comprising of Independent Directors is to recommend to the Board, the compensation terms of Executive Directors. The present composition of the Committee consists of four Directors and Mr. P.N. Kapoor, Independent Director heads the Committee as Chairman. During the year, the Committee met on July 24, 2014 and 11 March, 2015 The constitution of the Committee and attendance at its meetings are as under:

(c) SHARE TRANSFER AND INVESTORS' GRIEVANCE COMMITTEE :

The Share Transfer & Investors' Grievance Committee, as a sub-committee of the Board, inter alia, review shareholder / investor grievances. The Committee met 4 times during the year. The constitution and functioning of the Committee is as given below:

During the year under review, Company received 45 complaints all of which were resolved to the satisfaction of the shareholders. Mr. Ankit Mishra, Company Secretary of the Company acts as the Compliance Officer of all the Committees.

4. REMUNERATION POLICY :

The remuneration paid to the executive Directors of the Company is decided by the Board of Directors on the recommendation of the remuneration Committee subject to the approval of Shareholders / Central Government, wherever required. The existing remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration Policy is in consonance with the existing industry practice:

A. Non-Executive Directors

Non-Executive Directors are paid sitting fees for attending the meetings of the Board of Directors within the prescribed limits. The Sitting fees paid to them for the year ended 31st March, 2015 is ₹4,20,000 detailed as : 1) Mr. Q.N. Salam - ₹70,000/-; 2) Mr. P.N. Kapoor - ₹80,000/-; 3) Dr. Yashveer Singh - ₹50,000/-; 4) Mr. SubhashSapra - ₹20,000/-; 5) Mr. IslamulHaq - ₹80,000/-; 6) Mr. Sudhindra Kumar Jain - ₹80,000/-.; 7) Mrs. Vinita Kejriwal – ₹40,000/-.

B. Executive Directors

The remuneration Committee makes annual appraisal of the performance of the executive Directors based on a detailed performance evaluation and recommends the remuneration payable to them, within the parameters approved by the shareholders and the Central Government, to the board for their approval. As per terms of appointment, remuneration paid to the Directors during the year and approved by the remuneration Committee is as under:

*Mr. Irshad Mirza, Chairman of the Company has not drawn any salary.

5. GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Details of Special Resolution passed in the last three Annual General Meetings is given hereunder:

DETAILS OF RESOLUTION PASSED THROUGH POSTAL BALLOT PROCESS:

Following Resolutions were passed through Postal Ballot during the past financial year.

Increase in the Borrowing Powers of the Board.

To hypothecate / mortgage and / or charge all or any part of the movable and / or immovable properties of the Company.

6. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors held a meeting without the attendance of Non-Independent Directors and members of the management. The matters considered in the Meeting were : a) review the performance of non-independent Directors and the Board as a whole; b) review the performance of the Chairperman of the Company, taking into account the views of executive Directors and non-executive Directors; c) assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the Year, the Independent Directors met on March 11, 2015. The name of the Independent Directors and attendance at its meetings are as under:

7. DISCLOSURES:

There are no materially significant transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have a potential conflict with the interest of the Company at large. Transactions with the Related Parties are disclosed in Notes to the Accounts in the Annual Report.

During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any other statutory authority for non-compliance of any matter related to the capital markets.

The Code of Conduct for Prevention of Insider Trading, Related Party Transaction Policy & Corporate Social Responsibility Policy adopted by the Company havebeen posted on the website of the Company. The members of the Board and senior management of the Company have submitted their affirmation on the compliance with the Code of Conduct for Prevention of Insider Trading and Policies of the Company for the effective period.

The Company has complied with all the mandatory requirements and adopted part of the non-mandatory requirements of Clause 49 of the Listing Agreement.

8. CODE OF CONDUCT:

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Company believes in “Zero Tolerance” to bribery and corruption in any form.

9. GENERAL SHAREHOLDER INFORMATION:

Company Registration details: The Company is registered in the state of Uttar Pradesh, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L19129UP1979PLC004821

Book Closure Date: From 22nd September, 2015 to 29th September, 2015 (Both Days inclusive)

Dividend Payment (if any)Date: 3rd October, 2015

Listing on Stock Exchanges

The Company’s shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

MARKET PRICE DATA:

The closing market price of equity share on 31st March, 2015 (last trading day of the year) was ₹86.85 on NSE & ₹86.80 on BSE.

10. CEO / CFO CERTIFICATION:

In terms of the requirements of Clause 49(IX) of the Listing Agreement, the CEO and CFO have submitted necessary certificate to the Board at its meeting held on stating the particulars specified under the said clause.

11. MEANS OF COMMUNICATION:

• The Quarterly and Annual results are published in widely circulating national & local dailies such as Financial Express and DainikAaj (in Hindi). These are not sent individually to the shareholders.
• The Company’s results and other related information are displayed on the Company’s web site- www.mirza.co.in.
• Management Discussion and Analysis Report forms part of Directors' Report.

12. REGISTRAR & TRANSFER AGENTS :

KARVY COMPUTERSHARE PVT. LTD.

Karvy Selenium Tower B, 6th Floor

Plot no. 31-32 Gachibowli Financial District,

Nanakaramguda , Hyderabad-500 032

Tel: +91-40-67161563

Fax: +91-40-23114087

13. SHAREHOLDING PATTERN & DISTRIBUTION SCHEDULE AS ON 31ST MARCH 2015:

13. Distribution Schedule as on 31/03/2015:

14. SHARE TRANSFER SYSTEM :

The Company is providing facilities of common agency for all the work related to share registry in terms of both physical and electronic at a single point by our Registrar & Share Transfer Agent i.e. Karvy Computershare Pvt. Ltd., Hyderabad. Presently, the share transfers which are received in physical form are processed and the share certificates returned within a period of 30 days from the date of receipt, subject to the documents being valid and complete in all respects.

15. DEMATERIALISATION OF SHARES AND LIQUIDITY:

The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2015, is given below:

16. ADDRESS FOR CORRESPONDENCE :

Shareholders correspondence should be addressed to our Registrar & Share Transfer Agents at the address mentioned above. Contact Persons: Mr. Ravi Shanker Manager. Ph. No. 040-44655190, 09177401115 Email id.: ravishanker.p@karvy.com. Shareholders may also contact Mr. Ankit Mishra, Company Secretary at the Registered Office of the Company for any assistance Ph . 0512-2530775 Email id: ankit.mishra@redtapeindia.com. Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.

17. SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL :

In compliance of SEBI circular, the company has engaged Mrs. SavitaJyoti, Practising Company Secretary to certify and conduct audit relating to reconciliation of total capital held in Depositories, viz, NSDL and CDSL and in physical form with the total issued/ paid up capital. The certificate given by her is submitted to the Stock Exchanges where the securities of the company are listed within 30 days of the end of each quarter. The Company also obtains from a Practising Company Secretary half yearly certificate of compliance as required under Clause 47 (c) of Listing Agreement and files the same immediately with Stock Exchanges.

18. OUTSTANDING GDRS /ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSION DATE AND LIKELY IMPACT ON EQUITY :

Not applicable.

19. WORKS LOCATIONS OF THE COMPANY:

Kanpur- Unnao Link Road, Magarwara, Unnao- 209 801

Kanpur- Unnao Link Road, Shajani, Unnao- 209 801

Plot No. C-4, 5, 36 & 37, Sector-59, NOIDA-201 303

UPSIDC Industrial Area , Site II, Unnao- 209 801

Plot No. 1A, Ecotech-1, Extn. 1, Greater Noida

20. UNPAID DIVIDEND:

Pursuant to Section 125 of the Companies Act, 2013, the company had transferred unpaid final dividend for the year 2006-07 to the Investor Education & Protection Fund of the Central Government during the year.

21. ELECTRONIC CLEARING SERVICE:

The Company has availed ECS facility for distribution of dividend to the shareholders.

DECLARATION

As per Clause 49 of the Listing Agreement with the Stock Exchanges, this is to confirm that all Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct of the Company for the financial year 2014-15.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Board of Directors,

Mirza International Limited.

We have examined the compliance of conditions of Corporate Governance by Mirza International Limited (“the Company”) for the year ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has materially complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievance is pending for a period exceeding one month as per the records maintained by the Share Transfer and investor grievance committee.

We further state that such compliance is neither an assurance to future viability of the Company nor efficiency of effectiveness with which Management has conducted affairs of the Company.