Corporate Information - Mirza International

CORPORATE GOVERNANCE

Corporate Governance

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:

Category	Name of Directors
Executive Directors	Mr. Irshad Mirza*
	Mr. Rashid Ahmed Mirza
	Mr. Shahid Ahmad Mirza
	Mr. Tauseef Ahmad Mirza
	Mr. Tasneef Ahmad Mirza
	Mr. Narendra Prasad Upadhyaya
	Mr. Shuja Mirza**
Non-Executive Independent Directors	Mr. Sudhindra Kumar Jain
	Mr. Qazi Salam Noorus
	Mr. Pashupati Nath Kapoor
	Dr. Yashvir Singh
	Mr. Subhash Sapra
	Mrs. Vinita Kejriwal

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:

Name of Directors	Category	Attendance Particulars		Number of Directorships and Committee Memberships /Chairmanships in other Companies as on 31/03/2019
		Board Meeting	Last Agm	Directorships	Committee Memberships	Committee Chairmanships
Mr. Irshad Mirza	Chairman (Executive), Promoter	4	No	3	-	-
Mr. Rashid Ahmed Mirza	Chairman (Executive), Promoter	4	No	3	-	-
Mr. Shahid Ahmad Mirza	Executive Director, Promoter	4	Yes	3	-	-
Mr. Tauseef Ahmad Mirza	Executive Director, Promoter	2	No	4	-	-
Mr. Tasneef Ahmad Mirza	Executive Director, Promoter	3	Yes	6	-	-
Mr. Narendra Prasad Upadhayaya	Executive Director	4	Yes	-	-	-
Mr. Sudhindra Kumar Jain	Non Executive, Independent Director	4	Yes	1	-	-
Mr. Qazi Salam Noorus	Non Executive, Independent Director	4	Yes	-	-	-
Mr. Pashupati Nath Kapoor	Non Executive, Independent Director	4	Yes	-	-	-
Dr. Yashvir Singh	Non Executive, Independent Director	3	No	0	-	-
Mr. Subhash Sapra	Non Executive, Independent Director	2	Yes	1	-	-
Mrs. Vinita Kejriwal	Non Executive, Independent Director	1	Yes	-	-	-

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:

Name of Member	Category	Meetings Attended
Mr. Sudhindra Kumar Jain	(Chairman)Non Executive, Independent Director	4
Mr. Pashupati Nath Kapoor	(Member) Non Executive, Independent Director*	4
Mr. Subhash Sapra	(Member) Non Executive, Independent Director	2
Mr. Irshad Mirza	(Member) Executive, Promoter	4
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director	4

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:

Name of Member	Category	Meetings Attended
Mr. Pashupati Nath Kapoor	(Chairman) Non Executive, Independent Director	1
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director	1
Dr. Yashvir Singh	(Member) Non Executive, Independent Director	1
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Directorr	1

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.

Name of Member	Category	Meetings Attended
Mr. Pashupati Nath Kapoor	(Chairman) Non Executive, Independent Director	4
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director	4
Mr. Tasneef Ahmad Mirza	(Member) Executive Director, Promoter	3
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Director	4

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

(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

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

Name of Directors	Designation	Perquisites (Rs.)	Salary (Rs.)	Total Remuneration (Rs.)
Mr. Irshad Mirza	Chairman(Executive)	5217288	_	521728
Mr. Rashid Ahmed Mirza	Managing Director	235848	24000000	24235848
Mr. Shahid Ahmad Mirza	Whole Time Director	90653	20400000	20490653
Mr. Tauseef Ahmad Mirza	Whole Time Director	15000	22800000	22815000
Mr. Tasneef Ahmad Mirza	Whole Time Director	_	20400000	20400000
Mr. N.P Upadhyay	Whole Time Director	33931	4260000	4293931
	TOTAL	897160	91860000	92757160

5. GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:

Year	Date	Type of meeting	Venue	Time
2015-16	29.09.2016	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M
2016-17	29.09.2017	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M
2017-18	28.09.2018	Annual General Meeting	Auditorium of Directorate of Extension,Chandra Shekhar Azad (CSA) University of Agriculture and Technology, Nawabganj, Kanpur	01:00 P.M.

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

Date of Annual General Meeting	Particulars of Special Resolutions passed in the last three Annual General Meetings>
September 28 , 2017	Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company for a period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza, Mr. Tasneef Ahmad Mirza, Mr. N.P. Upadhyay as Whole Time Directors of the Company for the period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 01.10.2017.

Date of Annual General Meeting

Particulars of Special Resolutions passed in the last three Annual General Meetings>

September 28 , 2017

Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2017.

Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company for a period of 3 years w.e.f. 01.10.2017.

Re-appointment of Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza, Mr. Tasneef Ahmad Mirza, Mr. N.P. Upadhyay as Whole Time Directors of the Company for the period of 3 years w.e.f. 01.10.2017.

Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 01.10.2017.

Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 01.10.2017.

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.

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

(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

(b) Websites

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

(c) Stock Exchange

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

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

(f) SEBI Complaints Redress System (SCORES)

(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)

Quarter	Date of Board Meeting
1st Quarter	First week of August, 2019
2nd Quarter	Fourth week of October, 2019
3rd Quarter	Fourth week of January, 2020
4th Quarter	Fourth week of May, 2020

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:

Name & Address of The Stock Exchanges	Stock Code/Scrip Code	ISIN Number for NSDL/CDSL (Dematerialised Share)
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001	526642	INE771A01026
The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051	MIRZAINT	INE771A01026

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:

	National Stock Exchange		NIFTY INDEX
Month	High	Low	High	Low
April' 18	145.8	126.3	10759	10111.3
May' 18	138.9	117.55	10929.2	10417.8
June' 18	127.8	99.25	10893.25	10550.9
July' 18	104.8	92.2	11366	10604.65
August' 18	109.95	96.7	11760.2	11234.95
September' 18	109.75	81.5	11751.8	10850.3
October' 18	84.5	68.1	11035.65	10004.55
November' 18	89.45	76.3	10922.45	10341.9
December' 18	90.2	72.45	10985.15	10333.85
January' 19	83.95	170.05	10987.45	10583.65
February' 19	75.7	50.6	11118.1	10585.65
March' 19	63.15	52.15	11630.35	10817

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:

	Bombay Stock Exchange		BSE Sensex
Month	High	Low	High	Low
April' 18	146.00	127.00	35213.30	32972.56
May' 18	139.00	117.30	35993.53	34302.89
June' 18	128.95	99.60	35877.41	34784.68
July' 17	104.75	92.30	37644.59	35106.57
August' 18	110.20	96.50	38989.65	37128.99
September' 18	109.00	81.50	38934.35	35985.63
October' 18	84.30	68.00	36616.64	33291.58
November' 18	89.50	72.75	36389.22	34303.38
December' 18	90.05	72.85	36554.99	34426.29
January' 19	84.00	70.55	36701.03	35375.51
February' 19	75.60	50.95	37172.18	35287.16
March' 19	63.20	52.35	38748.54	35926.94

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

No. of equity shares	No of shareholders	% of shareholders	Amount	% Amount
up to 1 - 5000	40377	96.7	23865522	9.92
5001 - 10000	729	1.75	5316440	2.21
10001 - 20000	338	0.81	4934536	2.05
20001 - 30000	97	0.23	2406942	1
30001 - 40000	57	0.14	2050950	0.85
40001 - 50000	270.06	0.06	1246982	0.52
50001 - 100000	63	0.15	4480920	1.86
100001 & above	65	0.16	196309708	81.59
Total	41753	100.00	240612000	100

Shareholding Pattern as on March 31, 2019:

Category	Cases	Shares	% of holding
Mutual Funds	3	1014180	0.84
Trusts	2	7500	0.01
Resident Individuals	39601	24817892	20.63
Promoters	13	84439670	70.19
Non Resident Indians	560	962216	0.80
Clearing Members	75	267201	0.22
Indian Financial Institutions	1	33962	0.03
Foreign Portfolio Investors	9	752282	0.63
Banks	4	93896	0.08
Non Resident Indian Non Repatriable	205	1452662	1.21
Bodies Corporates	408	5194594	4.32
NBFC	6	50542	0.04
I E P F	1	372406	0.31
H U F	865	846997	0.7
Total	41753	120306000	100.00

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:

Particulars	No. of shares	Percentage
Physical Segment	566595	0.47
Demat Segment
NSDL	109637160	91.13
CDSL	10102245	8.40
Total	120306000	100

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

1	Kanpur- Unnao Link Road, Magarwara, Unnao- 209 801	(Unit-1 & Tannery Division)
2	Kanpur- Unnao Link Road, Sahjani, Unnao- 209 801	(Unit-2)
3	Plot No. C-4, 5, 36 & 37, Sector-59, Noida-201 303	(Unit-3)
4	UPSIDC Industrial Area , Site II, Unnao- 209 801	(Unit-5)
5	Plot No. 1A, Ecotech-1, Extn. 1, Greater Noida – 201 303	(Unit-6)
6	Plot No. 18-19, Nand Nagar Industrial Estate Phase-1 Mahuakhera Ganj, Kashipur (Uttrakhand)	(Unit-8,9)

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

Particulars	Demat		Physical
	Number of Shareholders	Number of Equity Shares	Number of Shareholders (phase wise transfers)	Number of Equity Shares
Aggregate Number of Shareholders and outstanding shares in the Suspense Account lying as on April 1, 2018	0	0	13	26000
Number of Shareholders who approached the Company for transfer of shares	0	0	0	0
Number of shares transferred from Suspense Account during the year	0	0	0	0
Number of shareholders and aggregate no. of shares transferred to the Unclaimed Suspense Account during the year	110	67916	27	21500
Number of shares transferred to IEPF Authority during the year	110	67916	14	21500
Aggregate No of shareholders and the Outstanding Shares in the Suspense Account lying as March 31, 2019	0	0	13	26000

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.

Place: Kanpur

Date: May 30, 2019

For Mirza International Limited

Rashid Ahmed Mirza

Chariman & Managing Director

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

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.
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.
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.
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.

Place: Kanpur

Date: May 30, 2019

For Mirza International Limited

Rashid Ahmed Mirza

Chariman & Managing Director

V. T. Cherian

Chief Financial Officer

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.

Place: Kanpur

Date: May 30, 2019

For K.N. SHRIDHAR & ASSOCIATES

Company Secretaries

(K. N. SHRIDHAR) FCS

PROPRIETOR

FCS No.:3882

C.P.: 2612

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

2. Board of Directors

(a) Composition and Category of Board of Directors

Category	Name of Directors
Executive Directors	Mr. Irshad Mirza*
	Mr. Rashid Ahmed Mirza
	Mr. Shahid Ahmad Mirza
	Mr. Tauseef Ahmad Mirza
	Mr. Tasneef Ahmad Mirza
	Mr. Narendra Prasad Upadhyaya
Non-Executive Independent Directors	Mr. Sudhindra Kumar Jain
	Mr. Qazi Salam Noorus
	Mr. Pashupati Nath Kapoor
	Dr. Yashvir Singh
	Mr. Subhash Sapra
	Mrs. Vinita Kejriwal

(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:

Name of Directors	Category	Attendance Particulars		Number of Directorships and Committee Memberships /Chairmanships in other Companies as on 31/03/2018
		Board Meeting	Last Agm	Directorships	Committee Memberships	Committee Chairmanships
Mr. Irshad Mirza	Chairman (Executive), Promoter	4	Yes	4	-	-
Mr. Rashid Ahmed Mirza	Managing Director, Promoter	3	No	2	-	-
Mr. Shahid Ahmad Mirza	Executive Director, Promoter	3	Yes	4	-	-
Mr. Tauseef Ahmad Mirza	Executive Director, Promoter	3	Yes	4	-	-
Mr. Tasneef Ahmad Mirza	Executive Director, Promoter	2	Yes	6	-	-
Mr. Narendra Prasad Upadhayaya	Executive Director	4	Yes	-	-	-
Mr. Sudhindra Kumar Jain	Non Executive, Independent Director	4	Yes	1	-	-
Mr. Qazi Salam Noorus	Non Executive, Independent Director	4	Yes	-	-	-
Mr. Pashupati Nath Kapoor	Non Executive, Independent Director	3	Yes	-	-	-
Dr. Yashvir Singh	Non Executive, Independent Director	3	No	1	-	-
Mr. Subhash Sapra	Non Executive, Independent Director	2	No	1	-	-
Mrs. Vinita Kejriwal	Non Executive, Independent Director	1	Yes	-	-	-

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.

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

(c) Number of Board Meetings

(d) Familiarisation Programme of Independent Directors

3. COMMITTEES OF THE BOARD

(a) Audit Committee

Name of Member	Category	Meetings Attended
Mr. Sudhindra Kumar Jain	(Chairman)Non Executive, Independent Director	4
Mr. Pashupati Nath Kapoor	(Member) Non Executive, Independent Director*	3
Mr. Subhash Sapra	(Member) Non Executive, Independent Director	2
Mr. Irshad Mirza	(Member) Executive, Promoter	4
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director	4

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, 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:

Name of Member	Category	Meetings Attended
Mr. Pashupati Nath Kapoor	(Chairman) Non Executive, Independent Director	1
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director	1
Dr. Yashvir Singh	(Member) Non Executive, Independent Director	1
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Directorr	1

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:

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;
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.

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 :

Name of Member	Category	Meetings Attended
Mr. Pashupati Nath Kapoor	(Chairman) Non Executive, Independent Director	3
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director	4
Mr. Tasneef Ahmad Mirza	(Member) Executive Director, Promoter	2
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Director	4

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.

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

(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

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

Name of Directors	Designation	Perquisites (Rs.)	Salary (Rs.)	Total Remuneration (Rs.)
Mr. Irshad Mirza	Chairman(Executive)	2,15,961.00	0.00	2,15,961.00
Mr. Rashid Ahmed Mirza	Managing Director	16,136.00	2,28,00,000.00	2,28,16,136.00
Mr. Shahid Ahmad Mirza	Whole Time Director	2,68,983.00	1,92,00,000.00	1,94,68,983.00
Mr. Tauseef Ahmad Mirza	Whole Time Director	41,210.00	2,16,00,000.00	2,16,41,210.00
Mr. Tasneef Ahmad Mirza	Whole Time Director	0.00	1,92,00,000.00	1,92,00,000.00
Mr. N.P Upadhyay	Whole Time Director	55,716.00	39,00,000.00	39,55,716.00
	TOTAL	5,98,006.00	8,67,00,000.00	8,72,98,006.00

5. GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:

Year	Date	Type of meeting	Venue	Time
2014-15	29.09.2015	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M
2015-16	29.09.2016	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M
2016-17	28.09.2017	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M.

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

Date of Annual General Meeting	Particulars of Special Resolutions passed in the last three Annual General Meetings
September 28 , 2017	Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company for a period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza, Mr. Tasneef Ahmad Mirza, Mr. N.P. Upadhyay as Whole Time Directors of the Company for the period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 01.10.2017. Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 01.10.2017.

Date of Annual General Meeting

Particulars of Special Resolutions passed in the last three Annual General Meetings

September 28 , 2017

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

(b) Websites

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

(c) Stock Exchange

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

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

(f) SEBI Complaints Redress System (SCORES)

(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)

Quarter	Date of Board Meeting
1st Quarter	First week of August, 2018
2nd Quarter	Fourth week of October, 2018
3rd Quarter	Fourth week of January, 2019
4th Quarter	Fourth week of May, 2019

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:

Name & Address of The Stock Exchanges	Stock Code/Scrip Code	ISIN Number for NSDL/CDSL (Dematerialised Share)
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001	526642	INE771A01026
The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051	MIRZAINT	INE771A01026

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:

	National Stock Exchange		NIFTY INDEX
Month	High	Low	High	Low
April' 17	117.90	84.00	9,367.15	9,075.15
May' 17	162.80	106.55	9,649.60	9,269.90
June' 17	167.50	138.70	9,709.30	9,448.75
July' 17	176.60	151.00	10,114.85	9,543.55
August' 17	175.75	145.00	10,137.85	9,685.55
September' 17	183.65	153.10	10,178.95	9,687.55
October' 17	168.60	150.00	10,384.50	9,831.05
November' 17	178.00	149.60	10,490.45	10,094.00
December' 17	169.40	150.15	10,552.40	10,033.35
January' 18	164.70	133.55	11,171.55	10,404.65
February' 18	140.55	120.00	11,117.35	10,276.30
March' 18	138.50	107.00	10,525.50	9,951.90

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:

	Bombay Stock Exchange		BSE Sensex
Month	High	Low	High	Low
April' 17	117.60	84.00	30,184.22	29,241.48
May' 17	162.45	106.75	31,255.28	29,804.12
June' 17	167.45	139.00	31,522.87	30,680.66
July' 17	176.45	151.15	32,672.66	31,017.11
August' 17	175.00	145.00	32,686.48	31,128.02
September' 17	183.00	154.35	32,524.11	31,081.83
October' 17	168.90	152.50	33,340.17	31,440.48
November' 17	177.70	150.00	33,865.95	32,683.59
December' 17	169.70	151.00	34,137.97	32,565.16
January' 18	164.50	132.70	36,443.98	33,703.37
February' 18	140.75	119.00	36,256.83	33,482.81
March' 18	138.10	107.45	34,278.63	32,483.84

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.

DISTRIBUTION SCHEDULE AS ON MARCH 31, 2018:

No. of equity shares	No of shareholders	% of shareholders	Amount	% Amount
up to 1 - 5000	35758	97.30	19500910.00	8.10
5001 - 10000	518	1.41	3865410.00	1.61
10001 - 20000	234	0.64	3548468.00	1.47
20001 - 30000	67	0.18	1648360.00	0.69
30001 - 40000	49	0.13	1740826.00	0.72
40001 - 50000	17	0.05	787188.00	0.33
50001 - 100000	48	0.13	3635208.00	1.51
100001 & above	60	0.16	205885630.00	85.57
Total	36751	100.00	240612000.00	100.00

SHAREHOLDING PATTERN AS ON MARCH 31, 2018:

Category	Cases	Shares	% of holding
MUTUAL FUNDS	4	3329311	2.77
TRUSTS	1	1000	0.00
RESIDENT INDIVIDUALS	34870	20485038	17.03
PROMOTERS	14	84729404	70.43
NON RESIDENT INDIANS	482	432454	0.36
CLEARING MEMBERS	100	178583	0.15
INDIAN FINANCIAL INSTITUTIONS	1	49900	0.04
FOREIGN PORTFOLIO INVESTORS	24	4302411	3.58
BANKS	3	90165	0.07
NON RESIDENT INDIAN NON REPATRIABLE	150	150059	0.12
BODIES CORPORATES	389	5572272	4.63
NBFC	7	122920	0.10
I E P F	1	282990	0.24
H U F	705	579493	0.48
Total	36751	120306000	100.00

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:

Particulars	No. of shares	Percentage
Physical Segment	617117	0.51
Demat Segment
NSDL	112139605	93.21
CDSL	7549278	6.28
Total	120306000	100.00

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

1	Kanpur- Unnao Link Road, Magarwara, Unnao- 209 801	(Unit-1 & Tannery Division)
2	Kanpur- Unnao Link Road, Sahjani, Unnao- 209 801	(Unit-2)
3	Plot No. C-4, 5, 36 & 37, Sector-59, Noida-201 303	(Unit-3)
4	UPSIDC Industrial Area , Site II, Unnao- 209 801	(Unit-5)
5	Plot No. 1A, Ecotech-1, Extn. 1, Greater Noida – 201 303	(Unit-6)
6	Plot No. 18-19, Nand Nagar Industrial Estate Phase-1 Mahuakhera Ganj, Kashipur (Uttrakhand)	(Unit-8,9)

ADDRESS FOR CORRESPONDENCE:

CEO & CFO CERTIFICATION

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

Particulars	Demat		Physical
	Number of Shareholders	Number of Equity Shares	Number of Shareholders (phase wise transfers)	Number of Equity Shares
Aggregate Number of Shareholders and outstanding shares in the Suspense Account lying as on April 1, 2017	0	0	56	112000
Number of Shareholders who approached the Company for transfer of shares	0	0	4	8000
Number of shares transferred from Suspense Account during the year	0	0	4	8000
Number of shareholders and aggregate no. of shares transferred to the Unclaimed Suspense Account during the year	125	25740	212	283250
Number of shares transferred to IEPF Authority during the year	125	25740	199	257250
Aggregate No of shareholders and the Outstanding Shares in the Suspense Account lying as March 31, 2018	0	0	13	26000

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:

Place: Kanpur

Date: May 29, 2018

For Mirza International Limited

Rashid Ahmed Mirza

Chariman & Managing Director

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

To
The Board of Directors
Mirza International Limited

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.
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.
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.
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.

Place: Kanpur

Date: May 29, 2018

For Mirza International Limited

Rashid Ahmed Mirza

Chariman & Managing Director

V. T. Cherian

Chief Financial Officer

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:

Name of Directors	Category	Attendance Particulars		Number of Directorships and Committee Memberships /Chairmanships
		Board Meeting	Last Agm	Other Directorships	Committee Memberships	Committee Chairmanships
Mr. Irshad Mirza	Chairman (Executive), Promoter	5	Yes	2	-	-
Mr. Rashid Ahmed Mirza	Managing Director, Promoter	1	No	1	-	-
Mr. Shahid Ahmad Mirza	Executive Director, Promoter	3	Yes	1	-	-
Mr. Tauseef Ahmad Mirza	Executive Director, Promoter	4	Yes	1	-	-
Mr. Tasneef Ahmad Mirza	Executive Director, Promoter	3	No	3	-	-
Mr. Narendra Prasad Upadhayaya	Executive Director	5	Yes	-	-	-
Mr. Sudhindra Kumar Jain	Non Executive, Independent Director	5	Yes	-	-	-
Mr. Islam Ul Haq	Non Executive, Independent Director	5	Yes	-	-	-
Mr. Qazi Salam Noorus	Non Executive, Independent Director	5	Yes	-	-	-
Mr. Pashupati Nath Kapoor	Non Executive, Independent Director	4	Yes	-	-	-
Dr. Yashvir Singh	Non Executive, Independent Director	4	No	-	-	-
Mr. Subhash Sapra	Non Executive, Independent Director	3	No	-	-	-
Mrs. Vinita Kejriwal	Non Executive, Independent Director	2	Yes	-	-	-

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

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:

Name of Member	Category	Meetings Attended
Mr. Sudhindra Kumar Jain	(Chairman) Non Executive, Independent Director	5
Mr. P.N. Kapoor	(Member) Non Executive, Independent Director	4
Mr. Subhash Sapra	(Member) Non Executive, Independent Director	3
Mr. Irshad Mirza	(Member) Executive, Promoter	5
Mr. Q.N Salam	(Member) Non Executive, Independent Director	5

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:

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 :

Name of Member	Category
Mr. Pashupati Nath Kapoor	(Chairman) Non Executive, Independent Director
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director
Dr. Yashvir Singh	(Member) Non Executive, Independent Director
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Directorr

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.

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 :

Name of Member	Category	Meetings Attended
Mr. Pashupati Nath Kapoor	(Chairman) Non Executive, Independent Director	4
Mr. Qazi Salam Noorus	(Member) Non Executive, Independent Director	5
Mr. Tasneef Ahmad Mirza	(Member) Executive Director, Promoter	3
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Director	5

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

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

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

Name of Directors	Designation	Perquisites (Rs.)	Salary (Rs.)	Total Remuneration (Rs.)
Mr. Irshad Mirza	Chairman (Executive)	207026	NIL	207026
Mr. Rashid Ahmed Mirza	Managing Director	NIL	21600000	21600000
Mr. Shahid Ahmad Mirza	Whole Time Director	917781	18000000	18917781
Mr. Tauseef Ahmad Mirza	Whole Time Director	214468	20400000	20614468
Mr. Tasneef Ahmad Mirza	Whole Time Director	1484773	18000000	19484773
Mr. N.P Upadhyay	Whole Time Director	51373	3900000	3951373
	TOTAL	2875421	81900000	84775421

5. GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Year	Date	Type of meeting	Venue	Time
2013-14	20.09.2014	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	12:00 Noon
2014-15	29.09.2015	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M
2014-16	29.09.2016	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M.

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

Date of Annual General Meeting	Particulars of Special Resolutions passed in the last three Annual General Meetings>
20th September, 2014	Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2014. Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company on increased remuneration for a period of 3 years w.e.f. 01.10.2014. Re-appointment of Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza, Mr. Tasneef Ahmad Mirza, Mr. N.P. Upadhyay as Whole Time Directors of the Company on increased remuneration for the period of 3 years w.e.f. 01.10.2014. Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 01.10.2014. Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 01.10.2014. Increase in Borrowing powers and Creation of Charge on Company's Properties. Adoption of New Articles of Association of the Company. Keeping of Register of Members together with Index of Members at the office of Registrar and Share Transfer Agents of the Company. Entering into Related Party Transactions up to the maximum per annum amount.

Date of Annual General Meeting

Particulars of Special Resolutions passed in the last three Annual General Meetings>

20th September, 2014

Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company on increased remuneration for a period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza, Mr. Tasneef Ahmad Mirza, Mr. N.P. Upadhyay as Whole Time Directors of the Company on increased remuneration for the period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 01.10.2014.

Increase in Borrowing powers and Creation of Charge on Company's Properties.

Adoption of New Articles of Association of the Company.

Keeping of Register of Members together with Index of Members at the office of Registrar and Share Transfer Agents of the Company.

Entering into Related Party Transactions up to the maximum per annum amount.

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)

Quarter	Date of Board Meeting
1st Quarter	First week of August, 2017
2nd Quarter	Fourth week of October, 2017
3rd Quarter	Fourth week of January, 2018
4th Quarter	Fourth week of May, 2018

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:

Name & Address of The Stock Exchanges	Stock Code/Scrip Code	ISIN Number for NSDL/CDSL (Dematerialised Share)
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001	526642	INE771A01026
The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051	MIRZAINT	INE771A01026

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:

	National Stock Exchange		NIFTY INDEX
Month	High	Low	High	Low
April' 16	108.50	96.00	7992.00	7516.85
May' 16	110.25	91.40	8213.60	7678.35
June' 16	99.35	84.55	8308.15	7927.05
July' 16	98.90	88.00	8674.70	8287.55
August' 16	92.50	83.50	8819.20	8518.15
September' 16	97.30	84.00	8968.70	8555.20
October' 16	102.50	92.35	8806.95	8506.15
November' 16	95.80	68.10	8669.60	7916.40
December' 16	88.05	77.25	8274.95	7893.80
January' 17	100.30	84.60	8672.70	8133.80
February' 17	96.85	88.00	8982.15	8537.50
March' 17	93.90	84.00	9218.40	8860.10

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:

	Bombay Stock Exchange		BSE Sensex
Month	High	Low	High	Low
April' 16	108.60	94.55	26,100.54	24,523.20
May' 16	110.50	91.80	26,837.20	25,057.93
June' 16	99.40	85.00	27,105.41	25,911.33
July' 16	98.80	88.25	28,240.20	27,034.14
August' 16	93.00	83.50	28,532.25	27,627.97
September' 16	98.90	84.00	29,077.28	27,716.78
October' 16	102.00	91.70	28,477.65	27,488.30
November' 16	95.90	69.00	28,029.80	25,717.93
December' 16	87.80	77.70	26,803.76	25,753.74
January' 17	100.20	84.75	27,980.39	26,447.06
February' 17	96.45	88.25	29,065.31	27,590.10
March' 17	93.75	83.90	29,824.62	28,716.21

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:

No. of equity shares	No of shareholders	% of shareholders	Amount	% Amount
up to 1 - 5000	40530	96.77	26494156.00	11.01
5001 - 10000	724	1.73	5367674.00	2.23
10001 - 20000	319	0.76	4765556.00	1.98
20001 - 30000	97	0.23	2412086.00	1.00
30001 - 40000	51	0.12	1784874.00	0.74
40001 - 50000	26	0.06	1181892.00	0.49
50001 - 100000	69	0.16	5009704.00	2.08
100001 & above	68	0.16	193596058.00	80.46
Total	41884	100.00	240612000.00	100.00

SHAREHOLDING PATTERN AS ON MARCH 31, 2017:

Category	Cases	Shares	% of holding
Banks	3	81953	0.07
Clearing Members	105	704968	0.59
Foreign Institutional Investor	1	13545	0.01
Foreign Portfolio Investors	10	496518	0.41
H U F	869	842445	0.70
Indian Financial Institutions	1	101900	0.08
Indian Mutual Funds	1	1000	0.00
Bodies Corporate	594	6636857	5.52
Mutual Funds	2	4500	0.00
NBFC	7	46935	0.04
Non Resident Indians	475	578189	0.48
NRI Non- Repatriation	475	578189	0.48
Company Promoters	22	88755981	73.78
Resident individuals	39664	21705682	18.04
Trusts	1	2500.00	0.00
	41884	120306000	100.00

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:

Particulars	No. of shares	Percentage
Physical Segment	899367	0.75
Demat Segment
NSDL	109756411	91.23
CDSL	9650222	8.20
Total	120306000	100.00

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:

1	Kanpur- Unnao Link Road, Magarwara, Unnao- 209 801	(Unit-1 & Tannery Division)
2	Kanpur- Unnao Link Road, Sahjani, Unnao- 209 801	(Unit-2)
3	Plot No. C-4, 5, 36 & 37, Sector-59, Noida-201 303	(Unit-3)
4	UPSIDC Industrial Area , Site II, Unnao- 209 801	(Unit-5)
5	Plot No. 1A, Ecotech-1, Extn. 1, Greater Noida – 201 303	(Unit-6)
6	Plot No. 18-19, Nand Nagar Industrial Estate Phase-1 Mahuakhera Ganj, Kashipur (Uttrakhand)	(Unit-8,9)

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

Aggregate Number of Shareholders in the Suspense Account lying as at April 1, 2016	56
Aggregate Outstanding Shares in the Suspense Account lying at beginning of the year ended April 1, 2016	112000
Number of Shareholders who approached issuer for transfer of shares from Suspense Account during the year ended March 31, 2017	0
Number of Shareholders to whom shares were transferred from Suspense Account during the year ended March 31, 2017	0
Aggregate Number of Shareholders in the Suspense Account lying as at March 31, 2017	56
Aggregate Outstanding Shares in the Suspense Account lying at March 31, 2017	112000

p>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 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.

Place: Kanpur

Date: May 30, 2017

For Mirza International Limited

Rashid Ahmed Mirza

Managing Director

COMPLIANCE CERTIFICATE

To
The Board of Directors
Mirza International Limited

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.

Place: Kanpur

Date: May 30, 2017

For K.N. SHRIDHAR & ASSOCIATES

Company Secretaries

(K. N. SHRIDHAR) FCS

PROPRIETOR

FCS No.:3882

C.P.: 2612

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.

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.

Name of Directors	Category	Attendance Particulars		Number of Directorships and Committee Memberships /Chairmanships
		Board Meeting	Last Agm	Other Directorships	Committee Memberships	Committee Chairmanships
Mr. Irshad Mirza	Chairman (Executive), Promoter	6	Yes	3	-	-
Mr. Rashid Ahmed Mirza	Chairman (Executive), Promoter	3	Yes	-	-	-
Mr. Shahid Ahmad Mirza	Executive Director, Promoter	5	Yes	-	-	-
Mr. Tauseef Ahmad Mirza	Executive Director, Promoter	5	No	-	-	-
Mr. Tasneef Ahmad Mirza	Executive Director, Promoter	6	Yes	2	-	-
Mr. Narendra Prasad Upadhayaya	Executive Director	3	Yes	-	-	-
Mr. Sudhindra Kumar Jain	Non Executive, Independent Director	6	Yes	-	-	-
Mr. Islam Ul Haq	Non Executive, Independent Director	4	Yes	-	-	-
Mr. Q.N. Salam	Non Executive, Independent Director	4	Yes	-	-	-
Mr. P.N. Kapoor	Non Executive, Independent Director	6	Yes	-	-	-
Dr. Yashvir Singh	Non Executive, Independent Director	6	No	-	-	-
Mr. Subhash Sapra	Non Executive, Independent Director	4	Yes	-	-	-
Mrs. Vinita Kejriwal	Non Executive, Independent Director	4	No	-	-	-

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.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

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

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 :

Name of Member	Category	Meetings Attended
Mr. Sudhindra Kumar Jain	(Chairman)Non Executive, Independent Director	5
Mr. P.N. Kapoor	(Member) Non Executive, Independent Director	5
Mr. Subhash Sapra	(Member) Non Executive, Independent Director	3
Mr. Irshad Mirza	(Member) Executive, Promoter	5
Mr. Q.N Salam	(Member) Non Executive, Independent Director	3

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:

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 :

Name of Member	Category	Meetings Attended
Mr. P.N. Kapoor	(Chairman) Non Executive, Independent Director	1
Mr. Q.N Salam	(Member) Non Executive, Independent Director	0
Dr. Yashvir Singh	(Member) Non Executive, Independent Director	1
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Director	1

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.

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 :

Name of Member	Category	Meetings Attended
Mr. P.N. Kapoor	(Chairman) Non Executive, Independent Director	4
Mr. Q.N Salam	(Member) Non Executive, Independent Director	4
Mr. Tasneef Ahmad Mirza	(Member) Executive, Independent Director	4
Mr. Sudhindra Kumar Jain	(Member) Non Executive, Independent Director	4

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

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:

Name of Directors	Designation	Perquisites (Rs.)	Salary (Rs.)	ARREAR (for 6 Months) (Oct 2014 to March 2015)	Total Remuneration (Rs.)
Mr. Irshad Mirza	Chairman(Executive)	304761	NIL	NIL	304761
Mr. Rashid Ahmed Mirza	Managing Director	NIL	21600000	3600000	25200000
Mr. Shahid Ahmad Mirza	Whole Time Director	116512	18000000	3150000	21266512
Mr. Tauseef Ahmad Mirza	Whole Time Director	166298	20400000	3450000	24016298
Mr. Tasneef Ahmad Mirza	Whole Time Director	103787	18000000	3600000	21703787
Mr. N.P Upadhyay	Whole Time Director	39130	3900000	NIL	3939130
	TOTAL	730488	81900000	13800000	96430488

5. GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Year	Date	Type of meeting	Venue	Time
2012-13	28.09.2013	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M
2013-14	20.09.2014	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	12:00 Noon
2014-15	29.09.2015	Annual General Meeting	Auditorium of Directorate of Extension,Chandra Shekhar Azad (CSA) University of Agriculture and Technology, Nawabganj, Kanpur	01:00 P.M.

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

Date of Annual General Meeting

Particulars of Special Resolutions passed in the last three Annual General Meetings

20th September, 2014

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:

Special Resolutions	Votes cast in favour		Votes cast against
	No. of Votes	%	No. of Votes	%
Approval of Scheme of Amalgamation of Genesisfootwear Enterprises Private Limited with Mirza International Limited	5785644	100	NILL	NILL
Amendment in Capital Clause of the Memorandum of Association	5785644	100	NILL	NILL

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:

7. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting

Date	29th September, 2016
Time	01:00 P.M.
Venue	Auditorium of Council for Leather Exports, HBTI, Nawabganj, Kanpur

Financial Calendar (2016-17) (tentative)

Quarter	Date of Board Meeting
1st Quarter	Fourth week of July, 2016
2nd Quarter	Fourth week of October, 2016
3rd Quarter	Fourth week of January, 2017
4th Quarter	Fourth week of May, 2017

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:

Name & Address of The Stock Exchanges	Stock Code/Scrip Code	ISIN Number for NSDL/CDSL (Dematerialised Share)
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001	526642	INE771A01026
The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051	MIRZAINT	INE771A01026

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:

	National Stock Exchange		NIFTY INDEX
Month	High	Low	High	Low
April' 15	106.00	75.45	8844.8	8144.75
May' 15	90.90	76.00	8489.55	7997.15
June' 15	88.50	65.00	8467.15	7940.30
July' 15	135.80	75.00	8654.75	8321.75
August' 15	141.40	95.00	8621.55	7667.25
September' 15	113.90	85.05	8021.60	7539.50
October' 15	144.50	109.15	8336.30	7930.65
November' 15	145.00	112.15	8116.10	7714.15
December' 15	143.50	121.20	7979.30	7551.05
January' 16	138.40	99.75	7972.55	7241.50
February' 16	105.50	87.60	7600.45	6825.80
March' 16	104.65	87.95	7777.60	7035.10

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:

	Bombay Stock Exchange		BSE Sensex
Month	High	Low	High	Low
April' 15	106.00	75.75	29,094.61	26,897.54
May' 15	90.95	75.95	28,071.16	26,423.99
June' 15	88.40	61.20	27,968.75	26,307.07
July' 15	135.80	78.65	28,578.33	27,416.39
August' 15	141.50	95.10	28,417.59	25,298.42
September' 15	114.30	85.10	26,471.82	24,833.54
October' 15	144.50	109.30	27,618.14	26,168.71
November' 15	144.90	113.10	26,824.30	25,451.42
December' 15	143.50	121.50	26,256.42	24,867.73
January' 16	138.00	100.00	26,197.27	23,839.76
February' 16	105.60	87.50	25,002.32	22,494.61
March' 16	104.80	88.00	25,479.62	23,133.18

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 :

DISTRIBUTION SCHEDULE AS ON 31ST MARCH 2016:

No. of equity shares	No of shareholders	% of shareholders	Amount	% Amount
up to 1 - 5000	25512	95.60	18524040.00	8.55
5001 - 10000	605	2.27	4556498.00	2.10
10001 - 20000	273	1.02	4155376.00	1.92
20001 - 30000	86	0.32	2183570.00	1.01
30001 - 40000	46	0.17	1644580.00	0.76
40001 - 50000	19	0.07	847658.00	0.39
50001 - 100000	59	0.22	4322234.00	2.00
100001 & above	84	0.31	180378044.00	83.27
Total	26684	100.00	216612000.00	100.00

SHAREHOLDING PATTERN AS ON 31ST MARCH 2016:

Category	Cases	Shares	% of holding
Banks	3	92485	0.09
Clearing Members	116	160505	0.15
Foreign Institutional Investor	4	317224	0.29
Foreign Portfolio Investors	7	352729	0.33
H U F	529	679658	0.63
Indian Financial Institutions	1	72813	0.07
Indian Mutual Funds	1	1000	0.00
Bodies Corporate	567	9891715	9.13
Mutual Funds	3	1246823	1.15
NBFC	4	17500	0.02
Non Resident Indians	355	724041	0.67
Company Promoters	21	76755981	70.87
Resident individuals	25072	17991026	16.61
Trusts	1	2500	0.00
	26684	108306000	100.00

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:

Particulars	No. of shares	Percentage
Physical Segment	922872	0.86
Demat Segment
NSDL	98498003	90.94
CDSL	8885125	8.20
Total	108306000	100.00

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:

Kanpur- Unnao Link Road, Magarwara, Unnao- 209 801	(Unit-1 & Tannery Division)
Kanpur- Unnao Link Road, Sahjani, Unnao- 209 801	(Unit-2)
Plot No. C-4, 5, 36 & 37, Sector-59, Noida-201 303	(Unit-3)
Plot No. 1A, Ecotech-1, Extn. 1, Greater Noida – 201 303	(Unit-6)
Plot No. 18-19, Nand Nagar Industrial Estate Phase-1 Mahuakhera Ganj, Kashipur (Uttrakhand)	(Unit-8,9)

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

Aggregate Number of Shareholders in the Suspense Account lying as at 1st April, 2015	56
Aggregate Outstanding Shares in the Suspense Account lying at beginning of the year ended 1st April, 2015	112000
Number of Shareholders who approached issuer for transfer of shares from Suspense Account during the year ended 31st March, 2016	0
Number of Shareholders to whom shares were transferred from Suspense Account during the year ended 31st March, 2016	0
Aggregate Number of Shareholders in the Suspense Account lying as at 31st March, 2016	56
Aggregate Outstanding Shares in the Suspense Account lying at 31st March, 2016	112000

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.

Place: Kanpur

Date:30.07.2016

For Mirza International Limited

Rashid Ahmed Mirza

Managing Director

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.

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.

Place: Kanpur

Date: May, 02, 2016

For K.N. SHRIDHAR & ASSOCIATES

Company Secretaries

(K. N. SHRIDHAR) FCS

PROPRIETOR

FCS No.:3882

C.P.: 2612

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

Category	No. of directors
Non-Executive & IndependentDirectors	7
Other Non-Executive Directors	-
Executive Director	6
Total	13

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 :

Name of Directors	DIN NO.	DATE OF APPOINTMENT	CATEGORY	NO. OF DIRECTORSHIP(S) HELD IN OTHER PUBLIC COMPANY	COMMITTEE(S) POSITION MEMBER
Mr. Irshad Mirza	00048946r	05/09/1979	Chairman (Ececutive)/ Promoter	4	1
Mr. Rashid Ahmed Mirza	00049009	05/09/1979	Managing Director/ Promoter	1	-
Mr. Shahid Ahmad Mirza	00048990	06/09/1979	Executive Director/ Promoter	-	-
Mr. Tauseef Ahmad Mirza	00049037	06/09/1989	Executive Director/ Promoter	-	-
Mr. Tasneef Ahmad Mirza	00049066r	01/01/1997	Executive Director/ Promoter	3	1
Mr. N . P Upadhyaya	00049196	01/04/1997	Executive Director	-	-
Mr. Q . N Salam	00051645	08/07/1994	Non-Executive/Independent Director	-	3
Mr. IslamulHaq	02121287	28/03/2008	Non-Executive/Independent Director	-	-
Mr. P . N Kapoor	00058126	08/07/1994	Non-Executive/Independent Director	-	1
Dr. Yashveer Singh	01479900	06/02/2012	Non-Executive/Independent Director	-	1
Mr. Subhash Sapra	00049243	08/03/2002	Non-Executive/Independent Director	-	1
Mr. Sudhindra Kumar Jain	00189602	30/07/2008	Non-Executive/Independent Director	-	2
Mrs. Vinita Kejriwal	06952088	19/08/2014	Non-Executive/Independent Director	-	-

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

Dates on which the Board Meetings were held	Total Strength of the Board	No. of Directors Present
24th May, 2014	12	10
24th July, 2014	12	12
8th November, 2014	13	10
23rd January, 2015	13	10
3rd February, 2015	13	10

DIRECTORS ATTENDENCE RECORDS

Name of Members	Attendance at the Board Meetings held on								Attendance at the AGM held on 20th Sept’14
	24/05/2014	24/07/2014	08/11/2014	23/01/2015	03/02/2015	20/02/2015	03/03/15	11/03/15
Mr. Irshad Mirza	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Rashid Ahmed Mirza	Y	Y	N	N	Y	N	N	Y	N
Mr. Shahid Ahmad Mirza	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Tauseef Ahmad Mirza	Y	Y	N	N	N	N	N	N	Y
Mr. Tasneef Ahmad Mirza	Y	Y	N	Y	Y	Y	Y	Y	Y
Mr. N.P. Upadhayay	Y	Y	Y	Y	Y	N	N	Y	Y
Mr. Sudhindra Kumar Jain	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Islam Ul Haq	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Q.N.Salam	Y	Y	Y	Y	Y	N	Y	Y	Y
Mr. P.N. Kapoor	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Yashveer Singh	N	Y	Y	Y	N	N	Y	Y	Y
Mr. Subhash Sapra	N	Y	Y	N	N	N	N	N	Y
Mr. Vinita Kejriwal	-	-	Y	Y	N	N	Y	Y	Y

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:

Name of Members	Category	Attendance at the Audit Commiittee Meeting held on
		24/05/2014	24/07/2014	08/11/14	23/01/15	03/02/15	20/02/2015	03/03/15	11/03/15
Mr. Sudhindra Kumar Jain	(Chairma) Non- executive/ Independent Director	Y	Y	Y	Y	Y	Y	Y	Y
Mr. P.N. Kapoor	(Member) Non- executive/ Independent Director	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Subhash Sapra	(Member) Non- executive/ Independent Director	N	Y	Y	N	N	N	N	N
Mr. IrshadMirza	(Member) executive/ Promoter	Y	Y	Y	Y	N	N	Y	Y
Mr. Q.N. Salam	(Member) Non- executive/ Independent Director	-	-	-	-	-	N	Y	Y

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:

Name of Members	Category	Attendance at the Nomination and Remuneration Committee Meeting held on
		24/75/2014	11/03/2015
Mr. P.N. Kapoor	(Chairman) Non- executive/ Independent Director	Y	Y
Mr. Q.N. Salam	(Member) Non- executive/ Independent Director	Y	Y
Mr. Yashveer Singh	(Member) Non- executive/ Independent Director	Y	Y
Mr. Sudhindra Kumar Jain	(Member) Non- executive/ Independent Director	Y	Y

(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:

Name of the Directors	Category	Attendance at the Nomination and Remuneration Committee Meeting held on
		24/05/2014	24/07/2014	08/11/2014	23/01/2015
Mr. P.N. Kapoor	(Chairman) Non-executive/ Independent Director	Y	Y	Y	Y
Mr. Sudhindra Kumar Jain	(Member) Non-executive/ Independent Director	Y	Y	Y	Y
Mr. Q.N. Salam	(Member) Non-executive/ Independent Director	Y	Y	Y	Y
Mr. Tasneef Ahmad Mirza	(Member) executive/ Promoter	Y	Y	N	N

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:

Name of the Directors	Designation	Salary ₹	Perquisites ₹	TOTAL
Mr. Irshad Mirza*	Chairman (Executive)	NIL	284304	284304
Mr. Rashid Mirza	Managing Director	14400000	238288	14638288
Mr. Shahid Ahmad Mirza	Whole-time Director	11700000	127130	11827130
Mr. Tauseef Ahmad Mirza	Whole-time Director	13500000	462247	13962247
Mr. Tasneef Ahmad Mirza	Whole-time Director	10800000	52278	10852278
Mr. N.P Upadhyay	Whole-time Director	3300000	35685	3335685
	TOTAL	53700000	1199932	54899932

*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:

Year	Date	Type of Meeting	Venue	Time
2011-12	29.09.2012	Annual General Meeting	Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur.	01:00 P.M.
2012-13	28.09.2013	Annual General Meeting	--do--	01:00 P.M.
2013-14	20.09.2014	Annual General Meeting	--do--	12.00 Noon

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

Date of Annual General Meeting

Particulars of Special Resolutions passed in the last Three Annual General Meetings

29th September, 2012

Appointment of Dr. Yashvir Singh as Independent Director of the Company.

20th September, 2014

Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company on increased remuneration for a period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Shahid Ahmad Mirza, Mr.Tauseef Ahmad Mirza, Mr.Tasneef Ahmad Mirza, Mr. N.P.

Upadhyay as Whole-Time Directors of the Company on increased remuneration for the period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 01.10.2014.

Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 01.10.2014.

Increase in Borrowing powers and Creation of Charge on Company's Properties.

Adoption of New Articles of Association of the Company.

Keeping of Register of Members together with Index of Members at the office of Registrar and Share Transfer Agents of the Company.

Entering into Related Party Transactions upto the maximum per annum amounts.

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:

Name of the Directors	Nature of Directorship in the Company	Total meetings held during the tenure of the member	Meeting attended
Mr. P.N. Kapoor (Chairman)	Independent	1	1
Mr. Sudhindra Kumar Jain ( Member)	Independent	1	1
Mr. IslamulHaq	Independent	1	1
Mr. QaziNoorus Salam	Independent	1	1
Dr. Yashvir Singh	Independent	1	1
Mr. SubhashSapra	Independent	1	-
Mrs. Vinita Kejriwal	Independent	1	1

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

Quarter	Date of Board Meeting
Annual General Meeting : Date : 29th September, 2015, Tuesday Time: 12.30 p.m. Venue : Auditorium of Council for Leather Exports, HBTI, Nawabganj, Kanpur- 208002
Financial Calendar: April – March Board Meetings (Tentative)
1st Quarter	Fourth week of July, 2015
2nd Quartert	Fourth week of October, 2015
3rd Quartert	Fourth week of January, 2016
4th Quartert	Fourth week of May, 2016

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:

Name & Address of the Stock Exchanges	Stock Code/Scrip Code	ISIN Number for NSDL/CDSL(Dematerialised share)
BSE Limited PhirozeJeejeebhoy Towers, Dalal Street, Mumbai 400001	526642	INE771A01026
The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051	MIRZAINT	INE771A01026

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.

NATIONAL STOCK EXCHANGE			BOMBAY STOCK EXCHANGE
MONTH	HIGH	LOW	TOTAL NO. MONTHLY VOLUME OF SHARES	HIGH	LOW	TOTAL NO. MONTHLY VOLUME OF SHARES
April'14	32.70	27.40	3823380	32.6	27.5	899791
May'14	34.45t	25.00	6690963	34.4	26	2185439
June'14	38.00	27.70	16548072	36.1	27.75	5374755
July'14	40.70	31.30	21990155	40.9	31.1	7221578
August'14	38.90	30.30	11513937	38.8	30.45	4418032
September'14	48.10	35.35	30545435	48	35.35	10018408
October'14	44.70	39.10	11436857	44.7	39.1	3541195
November'14	47.50	41.10	11988356	47.5	41.05	3530643
December'14	46.95	38.10	8198286	46.9	39.15	24399958
January'15	88.35	42.70	49631745	88.2	42.7	16089651
February'15	101.50	66.00	37870518	101.8	66.2	12481502
March'15	94.50	71.60	21842962	94.4	71.6	6165748

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:

Category	Number of Shares	% of Shares
1.Promoters Holding
a) Indian Promoters	61155981	65.97
b) Foreign Promoters	0	0
Sub Total	61155981	65.97
2. Non Promoters Holding
a) Mutual Funds & UTI	5500	0.01
b) Banks, FIs, Insurance Cos	132222	0.14
c) FII ’s	0	0
Sub Total	137722	0.15
1.Others
a) Private Corporate Bodies	9658418	10.42
b) Individual/ HUF	20038007	21.61
c) NRI ’s / OCBs	934974	1.01
d) Clearing Members / Trust	780898	0.84
Sub Total	31412297	33.88

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

Category		Shareholders		Nominal Value
From	To	Number	% Cases	Amount	Amount (%)
1	5000	21937	94.15	18737518	10.11%
5001	10000	695	2.98	5235160	2.82%
10001	20000	328	1.41	4903394	2.64%
20001	30000	99	0.42	2490562	1.34%
30001	40000	55	0.24	2007326	1.08%
40001	50000	33	0.14	1513548	0.82%
50001	100000	65	0.28	4934848	2.66%
100001 & Above		89	0.38	145589644	78.52%
TOTAL		23301	100.00	185412000.00	100.00

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:

Particulars	No. of Shares	Percentage
Physical Segment	943367	1.02
Demat Segment
NSDL	80736694	87.09
CDSL	11025939	11.89
TOTAL	92706000	100

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.

Place: Kanpur

Date: May 29, 2015

RASHID AHMED MIRZA

Managing Director

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.

Place: Kanpur

Date: May 29, 2015

For Khamesra Bhatia & Mehrotra

Chartered Accountants (Firm Registration No. 00410C)

ANAND SAXENA

Partner

Code of Conduct

INTRODUCTION

The Company is committed to conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Company believes that a good Corporate Governance structure would not only encourage value creation but also provide accountability and control systems commensurate with the risks involved.

The Company thus believes that:-

“The Company’s Board of Directors and Senior Management are responsible for and are committed to setting the standards of conduct contained in this Code and for updating these standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the needs of local and international investors and all other stakeholders as also to reflect corporate, legal and regulatory developments. This Code should be adhered to in letter and in spirit.”

1. COMPLIANCE WITH APPLICABLE LAWS

The Company is committed to comply with all applicable laws, rules, regulations and guidelines in every jurisdiction where it operates.

It is therefore desirable that Directors / Senior Management possess / acquire appropriate knowledge of the legal requirements relating to their roles and duties to enable them to be in compliance thereof and to recognize potential risks.

Directors / Senior Management shall ensure due compliance for every activity undertaken under their supervision and authority.

Directors / Senior Management shall extend full co-operation to regulatory authorities, and disclose information as may be required.

2. CONFLICT OF INTEREST:

(a) The term "conflict of interest" pertains to situations in which personal, financial or other consideration(s) may compromise, or have the appearance of compromising the professional judgment of Directors / Senior Management. A conflict of interest exists where the interests or benefits of Directors or Senior Management or of people or entities related to them conflicts with the interests or benefits of the Company.

(b) Directors / Senior Management are prohibited from engaging in any activity that interferes with the performance or discharge of responsibilities towards the Company or is otherwise in conflict with the interest or prejudicial to the Company.

(c) In addition to mandatory disclosures all Non-Executive and Independent Directors shall disclose their association with any other company which, in their judgment, may lead to conflict of interest with the Company.

(d) Directors / Senior Management are free to make personal investments and enjoy social relations and normal business courtesies. They should however ensure that such interests do not directly or indirectly influence the performance of their responsibilities.

(e) Directors / Senior Management are advised to avoid conducting the Company’s business with a relative, or with a business concern in which a relative is associated in any significant role.

(f) If there are any transactions with such related parties within the knowledge of Directors / Senior Management, they must report the same to the Chairman. If determined to be material to the company, the transactions shall be placed before the Audit Committee for review. Any dealings with a related party must be conducted on an arm’s length basis and on commercial terms and no preferential treatment shall be given.

(g) If a proposed transaction or situation raises any question or doubts, the Compliance Officer should be consulted.

(h) If any Whole time Director / Senior Management decides to consider a political post, the same shall be disclosed to the Board, which shall consider whether the acceptance of such a post is in any manner prejudicial to the interests of the Company and if Board finds it prejudicial to the interest of company, such Whole time Director/Senior Management will not hold such post.

3. CONDUCT OF BUSINESS RELATIONSHIPS

The Company expects all its business to be conducted in a legal and ethical manner. The quality of products and the efficiency of services at competitive prices will be the biggest tool for marketing activities. Profits by no means justify use of unfair / unethical business practices.

Directors / Senior Management shall not make any promises or commitments that the Company does not intend or would not be able to honor. Also, they should not be engaged, directly or indirectly, in any act, dealing or conduct likely to bring discredit to the Company.

Directors / Senior Management must uphold the highest standards of integrity and ethics in every kind of third party dealings. They shall not give, offer, or authorize the offer, directly or indirectly, of anything of value (tangible or intangible) to any third party to obtain any improper advantage.

A contribution or entertainment shall not be offered to anyone in the course of business that might create the appearance of an impropriety. However some modest and acceptable corporate gifts etc. appropriate to give in the normal course of business practice may be acceptable.

4. DUTIES OF DIRECTORS

The Directors of the company are required to act in accordance with the articles of the company. To uphold the fiduciary capacity of acting in the best interest of the company, the Director should abide by the following duties:-

Act in good faith in order to promote the objects of the company for the benefit of all its stakeholders
Avoid situations causing direct or indirect conflict of interest, with the interest of the company
Avoid achieving or attempting to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates
Exercise due and reasonable care, skill, diligence and independent judgment while performing the duties

Further, the Directors should ensure not to assign his office at any point of time.

6. PROTECTION & PROPER USE OF COMPANY’S ASSETS & RESOURCES

Directors / Senior Management shall as far as practicable, protect the Company’s assets from loss, damage, misuse or theft and ensure that the assets are only used for business purposes.

Directors / Senior Management shall not apply the Company’s assets / resources and/or proprietary information for personal benefit and/or for the benefit of any other related party.

7. NON CASH TRANSACTIONS INVOLVING DIRECTORS

The Directors of the Company should avoid acquisition of any assets from the Company (or Holding, Subsidiary or Associate Company) for consideration other than cash and visa versa. In any case, if such transaction is considered desirable, it has to comply with the requisite provisions of law.

8. INTELLECTUAL PROPERTY

Intellectual Property Rights (IPR) broadly covers patented or potentially patentable inventions, trademarks, service marks, trade names, copyrightable subject matter, and trade secrets.

Directors / Senior Management shall make their best efforts to protect all such Intellectual Properties related to the Company, as it is critical to the Company’s overall success.

It is advisable to highlight and consult the Chairman for determining the appropriate course of action whenever there is lack of clarity and issue of any kind related to IPR.

9. PRIVACY AND CONFIDENTIALITY

“Confidential information” includes all information of the Company not authorized by the management for public dissemination. This includes information on trade, trade secrets, confidential and privileged information regarding customers, employees, information relating to mergers and acquisitions, non-public information about discussions and deliberations relating to business issues and decisions, between and among employees, Officers and Directors in formal meetings or otherwise, and will include all such information which is not available in the public domain at that point of time.

The Company believes that protection of all confidential information is essential and is committed to protecting business and personal information of confidential nature obtained from clients, associates and Employees. Directors / Senior Management shall ensure that no confidential information is disclosed inadvertently or otherwise.

Confidential information shall be disclosed to persons, both internal and external, only on “need to know‟ basis and public disclosure shall be made with appropriate approval or as legally mandated.

Directors / Senior Management shall ensure that all confidential information available to them by virtue of the office they hold is never directly or indirectly released to any person or entity, or made public, otherwise than as stated above.

10. PROHIBITION IN INSIDER TRADING

The Director and Key Managerial Personnel should ensure not to misuse any Privileged Price Sensitive Information, which they may have access to, during the course of their assignment. If such information is price sensitive and is generally not available, the same is likely to have an effect on a person's decision to invest or sell shares in that Company. Misuse of such information is a criminal offence, and might tantamount to the breach of insider trading code of conduct. If in doubt, reference should be made to the Insider Trading Code of Conduct of the Company.

11. CORPORATE OPPORTUNITIES

Except as may be approved by the Board of Directors or a Committee thereof, Directors / Senior Management are prohibited from:

taking for themselves personally, opportunities that belong to either the Company or are discovered through the use of Company’s property, information or position;
using the Company’s property, information, or position for personal gain;
competing with the Company

12. INTERACTION WITH MEDIA

To facilitate the achievement of the Company's vision and business plans, it is necessary to communicate the policies, plans and accomplishments in the most effective manner through the media to our investors, customers, existing and potential, other stakeholders and to the community at large.

All statements made to the media on behalf of the Company should be true and fair. Only persons duly authorised by management are allowed to interact with media on specified subjects.

Disclosures of any information other than statutory disclosures or those specifically authorised by the Management is prohibited. Disclosure of information on proceedings of board meetings / committee meetings / internal meetings, and disclosure of forward-looking statements is prohibited. In case any such disclosure has to be made it has to be approved by the Management and shall be combined with cautionary statements, wherever required.

Directors / Senior Management shall not disclose non public information selectively to a particular group as it may lead to unfair advantage / discrimination.

For any outside publication of books, articles or manuscripts which relate specifically to the Company’s business, policies and processes, Directors / Senior Management should take the approval of the Management prior to its release. All such documents should be supplemented by a statement: “All views & observations made/expressed in this article/presentation are solely that of the authors and the Company is in no way responsible for the substance, veracity or truthfulness of such views and statements.“

13. FRAUDULENT AND UNFAIR PRACTICES IN THE SECURITIES MARKET

The Company’s securities are listed on NSE and BSE. The Company is committed to comply with securities laws in all jurisdictions in which its securities are listed. The Company prohibits its Directors / Senior Management from any fraudulent and unfair trade practices in the securities market, with regard to the securities of the Company or of any other company with whom the Company has business dealings to the best of their knowledge.

14. FAIR DEALING

Director / member of the Senior Management shall not take a discriminatory stance towards or give unfair advantage to the Company's employees, customers, suppliers, or competitors through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

No discrimination shall be done on the basis of caste, religion, sex, nationality or disability of any kind towards any employees, customers, suppliers, or any business partner.

15. BRIBERY AND CORRUPTION

Bribery is an act of giving money or gift giving that alters the behavior of the recipient, where the gift is of a dishonest nature. While corruption involves dishonest or fraudulent conduct by those in power, typically involving bribery. The Company strongly prohibits any bribery to Public Officials or agents, whether public or private, or whosoever and is strongly against the person engaged in such practices.

16. PROHIBITION ON FORWARD DEALING IN SECURITIES

No Director of the Company or other Key Managerial Personnel shall engage in the forward dealing in the securities of the Company (or in Holding, Subsidiary or Associate Company).

17. MONEY LAUNDERING

"Money laundering" refers to the conversion or transfer of property derived from a criminal offence for the purpose of concealing, or disguising, the illicit origin of that property. Our Company is based on strong fundamental ethics and principles and cannot be used as a vehicle for such money laundering activities.

Any employees who comes to know of such activity happening or even has the suspicion of such activity happening should report to the Company Secretary/Chief Financial Officer in respect of the same.

18. HEALTH, SAFETY AND ENVIRONMENT

The Company believes in sustainable development and is committed to be a responsible corporate citizen.

To uphold the Company’s interest and preserve the quality of life of all concerned, the business and operations of the Company shall be conducted in an environmentally friendly manner and provide a safe and healthy working environment to its employees.

Directors / Senior Management shall ensure compliance with all applicable environmental, safety and health laws and regulations and internal policies.

19. FREE AND FAIR COMPETITION / ANTITRUST

The Company is committed to work in free and fair competition environment.

As a general rule, contacts with competitors should be limited to formal forums and should always avoid casual / careless mention on subjects such as business plans, prices or other terms and conditions of sale, customers, and suppliers.

20. REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR (WHISTLE BLOWER MECHANISM)

The Company shall promote ethical behavior in all its business activities.

Employees are free to report existing/probable violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. Such reports received from any employee will be reviewed by the Directors/Senior Management and if found true, would appropriately be dealt with.

Directors and Senior Management shall not attempt to suppress/conceal any such view or reporting.

The confidentiality of those reporting violations shall be protected and they shall not be subjected to any discriminatory practices.

21. MAXIMUM NUMBER OF DIRECTORSHIPS

The limit of number of directorships as provided under applicable provisions of Companies Law read with SEBI (LODR) Regulations, 2015 to be taken care of by the Directors of the Company at all times.

22. APPLICABILITY OF THE CODE

This is a comprehensive code and applies to all Directors and Senior Management. However, the provisions shall apply to Executive and Non-Executive Directors including Independent Directors only to such extent as may be applicable depending on their respective roles and responsibilities.

Directors / Senior Management shall communicate any suspected violations of the Code promptly to the Chairman of the Board. Suspected violations will be investigated by or at the direction of the Board and appropriate action will be taken in the event that violation is confirmed.

The Code does not specifically address every potential form of unacceptable conduct, and it is expected that Directors / Senior Management will exercise good judgment in compliance with the principles set out in this Code. Every Director and Member of Senior Management has a duty to avoid any circumstances that would violate the letter or spirit of this Code.

The Compliance Officer, as designated by the Chairman, will be the principal officer for this Code. He is empowered to report to the Chairman of the Board on any matter relating to the implementation of the Code. The Chairman/Compliance Officer/Chief Financial Officer should be consulted if there is any doubt or lack of clarity about any aspect in the Code.

In case of any doubt, as to the course of action to be taken, the following test may be applied:

Is it legal?

Is it ethical?

Could it cause a negative perception of the Company?

23. AMENDMENT, MODIFICATION & WAIVERS

This Code may be amended, modified, or waived by the Board, subject to appropriate applicable provisions of law, rules, regulations and guidelines.

As a general policy, the Board will not grant waivers to the Code. However, in extraordinary situations and for reasons to be recorded in writing, the Board may grant exemption from any one or more of the provisions of this Code.

24. REFERENCES

This Policy has to be referred to in conjunction, amongst others, with the following Polices of the Company such as:-

Whistle Blower Policy

Code for prevention of Insider Trading

25. ANNUAL CERTIFICATION

Every Director and Member of Senior Management of the Company will be required to certify compliance with the Code within 30 days of the close of the financial year of the Company. Such certification shall be in the form provided in the Annexure to this Code.

Download Annexure

Board of Directors

Composition of the Board

The board of Directors of Mirza International Limited consists of twelve directors out of which six are independent directors, five are whole-time directors and Rashid Ahmed Mirza is the Chairman cum Managing director of the Board.

Executive Directors
Mr. Rashid Ahmed Mirza	Chairman cum Managing Director
Mr. Shuja Mirza	Whole-Time Director
Mr. Shahid Ahmad Mirza	Whole-time Director
Mr. Tauseef Ahmad Mirza	Whole-time Director
Mr. Tasneef Ahmad Mirza	Whole-time Director
Mr. N.P.Upadhyaya	Whole-time Director

Non-Executive Independent Directors
Mr. Sanjay Bhalla
Dr. Yashveer Singh
CA Sanjiv Gupta
Mr. Q. N. Salam
CA Sudhindra Kumar Jain
CA Saumya Srivastava

Meeting Details

July 28, 2020
February 12, 2020
November 12, 2019
August 09, 2019
May 30, 2019
February 09, 2019
November 13, 2018
August 07, 2018
May 29, 2018
February 02, 2018
November 07, 2017
August 05, 2017
May 30, 2017
Jan 31, 2017
Nov 12, 2016
July 30, 2016
May 30, 2016
April 1, 2016
Feb 18, 2016
Jan 27, 2016
Nov 6, 2015
July 30, 2015
June 12, 2015
May 29, 2015
March 11, 2015
March 3, 2015
Feb 20, 2015
Feb 3, 2015
Jan 23, 2015
Nov 8, 2014
July 24, 2014
May 24, 2014

Board Committee

AUDIT COMMITTEE

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Sec 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015, besides other terms as may be referred by the Board of Directors.The Audit Committee constituted by the Board of Directors consists of four Directors namely, CA Sudhindra Kumar Jain as Chairman, Mr. Qazi Salam Noorus, CA Sanjiv Gupta & CA Saumya Srivastava as members.

Mr. Ankit Mishra, Company Secretary & Compliance Officer of the company acts as a Secretary to the Committees of the Board.

CA Sudhindra Kumar Jain	Chairperson-Non-Executive-Independent Director
Mr. Qazi Salam Noorus	Non-Executive-Independent Director
CA Sanjiv Gupta	Additional Independent Director
CA Saumya Srivastava	Non-Executive-Independent Director

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. Stakeholders Relationship Committee looks into the redressing of shareholders’ and investors’ complaints like transfer of shares, non-receipt of balance sheet, dividend etc and the action taken by the Company. The committee specifically works to assure timely redressal without any pendency. The Committee consists of Mr. Qazi Salam Noorus as Chairman, Mr. Tasneef Ahmad Mirza, CA Sudhindra Kumar Jain and Mr. Sanjay Bhalla as member.

Mr. Ankit Mishra, Company Secretary & Compliance Officer of the company acts as a Secretary to the Committees of the Board.

Mr. Qazi Salam Noorus	Chairperson-Non-Executive-Independent Director
Mr. Tasneef Ahmad Mirza	Executive Director
CA Sudhindra Kumar Jain	Non-Executive-Independent Director
Mr. Sanjay Bhalla	Non-Executive Independent Director

NOMINATION & 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 Remuneration Committee of the Company recommends to the Board the compensation terms of Executive Directors and its responsibilities include: a) Framing and implementing on behalf of the Board and on behalf of the shareholders, credible and transparent policy on remuneration of Executive Directors; b) Considering, approving and recommending to the Board the changes in designation and increase in salary of the Executive Directors; c) Ensuring that Remuneration Policy is good enough to attract, retain and motivate the Directors; d) Bringing about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

The Committee constituted by the Board of Directors consists of four Independent Non-executive Directors namely.

Mr. Ankit Mishra, Company Secretary & Compliance Officer of the company acts as a Secretary to the Committees of the Board.

CA Sudhindra Kumar Jain	Chairperson-Non-Executive-Independent Director
Mr. Qazi Salam Noorus	Non-Executive-Independent Director
Dr. Yashvir Singh	Non-Executive-Independent Director
CA Saumya Srivastava	Non-Executive-Independent Director

CSR COMMITTEE

CSR Committee of the Board, consisting of three directors having one independent director has been formed which has formulated and recommended to the Board a CSR Policy indicatiing the activities undertaken by the Company as specified in the Schedule VII of the Companies Act

1	Mr. Rashid Ahmed Mirza	Chairperson-Executive Director
2	Mr. Tasneef Ahmad Mirza	Executive Director
3	Mr. Sudhindra Kumar Jain	Non-Executive-Independent Director
4	Mr. Ankit Mishra	Company Secretary & Compliance Officer

Policy

POLICY ON INSIDER TRADING

CODE OF INTERNAL PROCEDURE AND CONDUCT FOR REGULATING MONITORING AND REPORTING OF TRADING BY INSIDERS

1. Definitions

1.1 “Act” means the Securities and Exchange Board of India Act, 1992.

1.2 “Board” means the Board of Directors of the Company.

1.3 “Code” or “Code of Conduct” shall mean the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders of Mirza International Limited as amended from time to time.

1.4 “Company” means Mirza International Limited.

1.5 "Compliance Officer" means Company Secretary or such other Senior Officer, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations designated so and reporting to the Board of Directors and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of Unpublished Price Sensitive Information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the Board of Directors of the Company.

1.6 “Connected Person” means:

(i) any person who is or has during the six months prior to the concerned act been associated with a Company, directly or indirectly, in any capacity including by reason of frequent communication with officers or by being in any contractual, fiduciary or employment relationship or by being a Director, Officer or an Employee of the Company or holds any position including a professional or business relationship between himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to Unpublished Price Sensitive Information or is reasonably expected to allow such access.

(ii) Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established,

(a) an immediate relative of connected persons specified in clause (i); or

(b) a Holding Company or Associate Company or Subsidiary Company; or

(d) an Investment Company, Trustee Company, Asset Management Company or an Employee or Director thereof; or

(e) an official of a Stock Exchange or of clearing house or corporation; or

(f) a member of board of trustees of a mutual fund or a member of the Board of Directors of the Asset Management Company of a Mutual Fund or is an employee thereof; or

(g) a member of the Board of Directors or an Employee, of a Public Financial Institution as defined in section 2 (72) of the Companies Act, 2013; or

(h) an official or an employee of a self-regulatory organization recognized or authorized by the Board; or

(i) a Banker of the Company; or

(j) a concern, firm, trust, Hindu Undivided Family, Company or Association of Persons wherein a Director of the Company or his immediate relative or Banker of the Company, has more than ten per cent, of the holding or interest.

1.7 “Dealing in Securities” means an act of subscribing to, buying, selling or agreeing to subscribe to, buy, sell or deal in the securities of the Company either as principal or agent.

1.8 Designated Employee(s) shall include :

i. Key Managerial Person:-

i. Managing Director, Chief Executive Officer, Whole Time Directors, Chief Financial Officer, Company Secretary and Compliance Officer

ii. Assistant General Manager and above of all the departments of the Company

iii. Every employee in the corporate accounts, finance, secretarial, personnel and IT department as may be determined and informed by the Compliance Officer.

iv. Any other employee as may be determined and informed by the Compliance officer from time to time.

1.9 “Director” means a member of the Board of Directors of the Company.

1.10 “Employee” means every employee of the Company including the Directors in the employment of the Company.

1.11 "Generally available information" means information that is accessible to the public on a non- discriminatory basis.

1.12 "Immediate Relative" means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities

1.13 “Insider” means any person who,

(i) a connected person; or

(ii) in possession of or having access to Unpublished Price Sensitive Information.

1.14 “Key Managerial Person” means person as defined in Section 2(51) of the Companies Act, 2013

1.15 "Promoter" shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof:

1.16 "Securities" shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund;

1.17 "Takeover Regulations" means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;

1.18 "Trading" means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly

1.19 "Trading Day" means a day on which the recognized stock exchanges are open for trading;

1.20 “Unpublished Price Sensitive Information” means any information, relating to a Company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:

(i) Financial results

(ii) Dividends;

(iii) Change in capital structure

(iv) Mergers, De-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;

(v) Changes in Key Managerial Personnel;

(vi) Material events in accordance with the SEBI (LODR) Regulations, 2015

1.21 “Regulations” shall mean the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto.

1.22 “Specified Persons” means the Directors, connected persons, the insiders, the Designated Employees and the promoters and immediate relatives are collectively referred to as Specified Persons.

Words and expressions used and not defined in these regulations but defined in the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules and regulations made there under shall have the meanings respectively assigned to them in those legislation.

2. Role of Compliance Officer

2.1 The Compliance Officer shall report on insider trading to the Board of Directors of the Company and in particular, shall provide reports to the Chairman of the Audit Committee, if any, or to the Chairman of the Board of Directors at such frequency as may be stipulated by the Board of Directors.

2.2 The Compliance Officer shall assist all employees in addressing any clarifications regarding the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Code of Conduct.

3. Preservation of “Price Sensitive Information”

3.1 All information shall be handled within the Company on a need-to-know basis and no Unpublished Price Sensitive Information shall be communicated to any person except in furtherance of the insider's legitimate purposes, performance of duties or discharge of his legal obligations.

Unpublished Price Sensitive Information may be communicated, provided, allowed access to or procured, in connection with a transaction which entails:

- an obligation to make an open offer under the takeover regulations where the Board of Directors of the Company is of informed opinion that the proposed transaction is in the best interests of the Company; or

- not attracting the obligation to make an open offer under the takeover regulations but where the Board of Directors of the Company is of informed opinion that the proposed transaction is in the best interests of the Company and the information that constitute Unpublished Price Sensitive Information is disseminated to be made generally available at least two trading days prior to the proposed transaction being effected in such form as the Board of Directors may determine.

However, the Board of Directors shall require the parties to execute agreements to contract confidentiality and non-disclosure obligations on the part of such parties and such parties shall keep information so received confidential, except for the limited purpose and shall not otherwise trade in securities of the Company when in possession of Unpublished Price Sensitive Information

3.2 Need to Know

(i) “need to know” basis means that Unpublished Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information.

(ii) All non-public information directly received by any employee should immediately be reported to the head of the department.

3.3 Limited access to confidential information

Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password, etc.

4. Prevention of misuse of “Unpublished Price Sensitive Information”

Employees and connected persons designated on the basis of their functional role ("Designated Persons") in the Company shall be governed by an internal code of conduct governing dealing in securities.

4.1 Trading Plan

An insider shall be entitle to formulate a trading plan for dealing in securities of the Company and present it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan.

4.2 Trading Plan shall

(i) not entail commencement of trading on behalf of the insider earlier than six months from the public disclosure of the plan;

(ii) not entail trading for the period between the twentieth trading day prior to the last day of any financial period for which results are required to be announced by the issuer of the securities and the second trading day after the disclosure of such financial results;

(iii) entail trading for a period of not less than twelve months

(iv) not entail overlap of any period for which another trading plan is already in existence;

(v) set out either the value of trades to be effected or the number of securities to traded along with the nature of the trade and the intervals at, or dates on which such trades shall be effected; and

(vi) not entail trading in securities for market abuse

4.3 The Compliance Officer shall consider the Trading Plan made as above and shall approve it forthwith. However, he shall be entitled to take express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the plan as per provisions of the Regulations.

4.4 The Trading Plan once approved shall be irrevocable and the Insider shall mandatorily have to implement the plan, without being entitled to either deviate from it or to execute any trade in the securities outside the scope of the trading plan.

However, the implementation of the trading plan shall not be commenced, if at the time of formulation of the plan, the Insider is in possession of any Unpublished Price Sensitive Information and the said information has not become generally available at the time of the commencement of implementation. The commencement of the Plan shall be deferred until such Unpublished Price Sensitive Information becomes generally available information. Further, the Insider shall also not be allowed to deal in securities of the Company, if the date of trading in securities of the Company, as per the approved Trading Plan, coincides with the date of closure of Trading Window announced by the Compliance Officer.

4.5 Upon approval of the trading plan, the compliance officer shall notify the plan to the Stock Exchange(s) on which the securities are listed.

5. Trading Window and Window Closure

5.1 (i) The trading period, i.e. the trading period of the stock exchanges, called ‘trading window”, is available for trading in the Company’s securities.

(ii) The trading window shall be, inter alia, closed from the date on which the Company sends intimation to Stock Exchange(s) advising the date of the Board Meeting, up to 48 hours after the Price Sensitive Information is submitted to Stock Exchange(s).

(iii) When the trading window is closed, the Specified Persons shall not trade in the Company’s securities in such period.

(iv) All Specified Persons shall conduct all their dealings in the securities of the Company only in a valid trading window and shall not deal in any transaction involving the purchase or sale of the Company’s securities during the periods when the trading window is closed, as referred to in Point No. (ii) above or during any other period as may be specified by the Company from time to time.

(v) In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading is closed.

5.2 The Compliance Officer shall intimate the closure of trading window to all the designated employees of the Company when he determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. Such closure shall be imposed in relation to such securities to which such Unpublished Price Sensitive Information relates.

5.3 The Compliance Officer after taking into account various factors including the Unpublished Price Sensitive Information in question becoming generally available and being capable of assimilation by the market, shall decide the timing for re-opening of the trading window , however in any event it shall not be earlier than forty-eight hours after the information becomes generally available.

5.4 The trading window shall also be applicable to any person having contractual or fiduciary relation with the Company, such as auditors, accountancy firms, law firms, analysts, consultants etc., assisting or advising the Company.

6. Pre-clearance of trades

6.1 All Specified Persons, who intend to deal in the securities of the Company when the trading window is opened and if the value of the proposed trades is above or Rs 10 lakhs, should pre-clear the transaction. However, no designated person shall be entitled to apply for pre-clearance of any proposed trade if such designated person is in possession of Unpublished Price Sensitive Information even if the trading window is not closed and hence he shall not be allowed to trade. The pre-dealing procedure shall be hereunder:

(i) An application may be made in the prescribed Form (Annexure 1) to the Compliance Officer indicating the estimated number of securities that the Specified Employee intends to deal in, the details as to the depository with which he has a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the Company in this behalf.

(ii) An undertaking (Annexure 2) shall be executed in favor of the Company by such Specified Employee incorporating, inter alia, the following clauses, as may be applicable.

a) That the Employee/Director/Officer does not have any access or has not received “Price Sensitive Information” up to the time of signing the undertaking.

b) That in case the Specified Employee has access to or receives “Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes public.

c) That he/she has not contravened the code of conduct for prevention of insider trading as notified by the Company from time to time.

(d) That he/she has made a full and true disclosure in the matter.

(iii) All Specified Persons shall execute their order in respect of securities of the Company within one week after the approval of pre-clearance (Annexure 3) is given. The Specified Person shall file within 2 (two) days of the execution of the deal, the details of such deal with the Compliance Officer in the prescribed form. In case the transaction is not undertaken, a report to that effect shall be filed. (Annexure 4)

(iv) If the order is not executed within seven days after the approval is given, the Employee/Director must pre-clear the transaction again.

(v) All Specified Persons who buy or sell any number of shares of the Company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next six months following the prior transaction. All Specified Persons shall also not take positions in derivative transactions in the shares of the Company at any time. In case of any contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the Securities and Exchange Board of India (SEBI) for credit to the Investor Protection and Education Fund administered by SEBI under the Act. In case of subscription in the primary market (initial public offers), the above mentioned entities shall hold their investments for a minimum period of 30 days. The holding period would commence when the securities are actually allotted.

(vi) The Compliance Officer may waive off the holding period in case of sale of securities in personal emergency after recording reasons for the same. However, no such sale will be permitted when the Trading window is closed.

7. Other Restrictions

7.1 The disclosures to be made by any person under this Code shall include those relating to trading by such person's immediate relatives, and by any other person for whom such person takes trading decisions.

7.2 The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Code.

7.3 The disclosures made under this Code shall be maintained for a period of five years.

8. Reporting Requirements for transactions in Securities –

Initial Disclosure

8.1 Every Promoter/ Key Managerial Personnel / Director / Officers / Designated Employees of the Company, within thirty days of these regulations taking effect, shall forward to the Company the details of all holdings in securities of the Company presently held by them including the statement of holdings of dependent family members in Form A(Annexure 5).

8.2 Every person on appointment as a Key Managerial Personnel or a Director of the Company or upon becoming a Promoter shall disclose his holding of securities of the Company as on the date of appointment or becoming a Promoter, to the Company within seven days of such appointment or becoming a Promoter in Form B. (Annexure 6)

Continual Disclosure

8.3 Every Promoter, Employee and Director of the Company shall disclose to the Company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. Ten lakhs in Form C. (Annexure 7)

The disclosure shall be made within 2 working days of:

(a) the receipt of information of allotment of shares, or

(b) the acquisition or sale of shares or voting rights, as the case may be.

8.4 All Directors/Officers/ Designated Employee dealing in securities of the Company shall required to give annual statement of all holding in securities of the Company in the prescribed format as on 31st March of each year, before April 30 of that year. (Annexure 8)

9. Disclosure by the Company to the Stock Exchange(s)

9.1 Within 2 days of the receipt of intimation under Clause 8.3, the Compliance Officer shall disclose to all Stock Exchange(s) on which the Company is listed, the information received.

9.2 The Compliance officer shall maintain records of all the declarations in the appropriate form given by the Directors / Officers / Designated Employees for a minimum period of five years.

10. Dissemination of Price Sensitive Information

10.1 No information shall be passed by Specified Persons by way of making a recommendation for the purchase or sale of securities of the Company.

10.2 Disclosure/dissemination of Price Sensitive Information with special reference to analysts, media persons and institutional investors:

The following guidelines shall be followed while dealing with analysts and institutional investors

• Only public information to be provided.

• Develop best practice to make transcript or records of proceedings of meeting with analyst and other investor relations conference on the official website to ensure official confirmation and documentation of disclosures made.

11. Penalty for contravention of the code of conduct

11.1 Every Specified Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents).

11.2 Any Specified Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalized and appropriate action may be taken by the Company.

11.3 Specified Persons who violate the Code shall also be subject to disciplinary action by the Company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.

11.4 The action by the Company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 2015

12. Code of Fair Disclosure

A code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information for adhering each of the principles is set out below:

1. Prompt public disclosure of Unpublished Price Sensitive Information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.

2. Uniform and universal dissemination of Unpublished Price Sensitive to avoid selective disclosure.

3. Designation of a Senior Officer as a chief investor relations officer to deal with dissemination of information and disclosure of Unpublished Price Sensitive Information.

4. Prompt dissemination of Unpublished Price Sensitive Information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.

5. Appropriate and fair response to queries on news reports and requests for verification of market rumors by regulatory authorities.

6. Ensuring that information shared with analysts and research personnel is not Unpublished Price Sensitive Information.

7. Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.

8. Handling of all Unpublished Price Sensitive Information on a need-to-know basis.

INTERNAL FINANCIAL CONTROL POLICY

INTRODUCTION

“MIRZA INTERNATIONAL LIMITED” aims at carrying out its business activities in an efficient and orderly manner. It ensures adherence and compliances with respect to various provisions framed by Regulatory Authorities from time to time. In View of this and also pursuant to provisions of Section 134 (5) (e) of the Companies Act, 2013, our Company has laid down Internal Financial Control Policy which helps in ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information.

DEFINITIONS

"Audit Committee" means Committee of Board of Directors of the Company constituted under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

"Board of Directors" or "Board" in relation to a Company, means the collective body of Directors the Company. [Section 2(10) of the Companies Act, 2013]

"Books or Books of account" as per sub-section (12A) of Section 2 of Income Tax Act, 1961 means "Books or Books of account includes ledgers, day-books, cash books, account-books and other books, whether kept in written form or as print-outs of data stored in floppy, disc, tape or any other form of electro-magnetic data storage device.”

"Financial Statement" as per Section 2(40) of Companies Act, 2013 in relation to a Company means a Statement which includes --

(i) a balance sheet as at the end of the financial year;

(ii) a profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the financial year;

(iii) cash flow statement for the financial year;

(iv) a statement of changes in equity, if applicable; and

(v) any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv):

“Internal Financial Control” as per Section 134(5)(e) of Companies Act, 2013 means” the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguard of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.”

"Policy" means “Internal Financial Control Policy.

SCOPE

Internal Controls include reviews of the following areas:

Senior management, to be responsible for establishment of overall policies and active oversight of parameters and controls.

Internal audit, to ensure that independent assessments are made encompassing functioning of various compliances under various statues and Rules & Regulations framed there under, adequate systems and procedures are at place for physical verification of stocks of raw materials, finished goods, stores and spare parts, work- in-progress, fixed assets and other assets, proper books of accounts, vouchers along with supports and other documents are maintained, confirmation of balances from debtors, creditors and other parties are obtained periodically/ at year end and proper systems and procedures are at place for internal control at various departments.

Internal chek to ensure organization of the system of account under which the work of one person is automatically checked by another, with a view to prevent and detect the errors and frauds. Under such a system, it is not possible to commit errors & frauds without the collusion between to or more people.

OBJECTIVES

The objectives of this Policy are mentioned as below:

To mitigate risks and provide reasonable assurance that operations are efficient and effective, assets are safeguarded.
Financial reporting is accurate and reliable
To ensure Company’s resources are used prudently and in an efficient, effective and economical manner
Resources of the Company are adequately managed through effective internal controls
A framework for an effective internal control system which conveys to managers that they are responsible for ensuring that internal controls are established, documented, maintained and adhered.
To ensure the propriety of transactions, information integrity, compliance with regulations and achievement of Company’s objectives through operational efficiency.

PROCEDURE OF INTERNAL FINANCIAL CONTROL

The procedure of Internal finacial control begins with Identifying the Objectives, Performing risk assessment, Control Activities, Information and Communication and then Monitoring Activities.

Key aspects with respect to Internal controls journey are described below:

Plan and Scope
Perform risk assessment
Identify significant controls
Resources of the Company are adequately managed through effective internal controls
Document Controls

Evaluate control design

Evaluate operating effectiveness

Identify and remediate deficiencies

Build sustainability of control environment

ELEMENTS OF INTERNAL CONTROL FRAMEWORK

The essential elements of an effective internal financial control framework are:

Delegations of Authority and Decentralisation of Power
Policies and procedures;
Trained and properly qualified staff;
Information Technology controls;
Review process e.g. Internal Audit and Internal Check
Liaison with auditors and legal advisors;
Senior Management compliance assurance;
Risk management and its Control

BENEFITS OF INTERNAL CONTROL

It helps in ensuring reliable financial reporting to its various stakeholders and also helps improves the overall confidence of its Stakeholders.

It helps in achieving the objective of Compliances with various Rules and Regulations.

It helps in exhibiting better Corporate Governance norms.

It not only helps in detecting the error but also removes the chances of their occurance.

Helps in bringing efficiency in operations.

Review of the policy by Audit Committee

The above policy has been reviewed by the Audit Committee in terms Section 177 of the Companies Act, 2013.

Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Audit Commiittee may call for the comments of the Auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submissions to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

REMUNERATION POLICY

OBJECTIVE

This Policy shall be formulated in compliance of Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI (LODR) Regulations, 2015. The Key Objectives of the Policy would be:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
Relationship of remuneration to performance is clear and means appropriate performance benchmark
Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals

DEFINITIONS

Act means the Companies Act, 2013 and Rules framed there under, as amended from time to time.
Board means Board of Directors of the Company.
Directors mean Directors of the Company.
Key Managerial Personnel means
Chief Executive Officer or the Managing Director or the Manager;
Whole-time director;
Chief Financial Officer;
Company Secretary; and such other officer as may be prescribed.
Senior Management means personnel of the Company who are members of its core management team excluding the Board of Directors including Functional Heads.

NOMINATION AND REMUNERATION COMMITTEE

The Committee constituted by the Board of Directors consists of four independent non-executive Directors namely:

Mr. P. N. Kapoor	Chairman
Mr. Sudhindra Kumar Jain	Member
Mr. Q.N. Salam	Member
Dr. Yashvir Singh	Member

ROLE OF COMMITTEE

The Role and Powers of the Committee shall be as under:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) To formulate criteria for evaluation of Independent Directors and the Board.

c) To identify persons who qualify to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this Policy.

d) To carry out evaluation of every Director’s performance.

e) To recommend to the Board for the appointment and removal of Directors, Key Managerial Personnel and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) To ensure that level and composition of remuneration is reasonable and sufficient, Relationship of remuneration to performance is clear and meet appropriate performance benchmarks.

h) To carry out any other function as is mandated by the Board from time to time and /or enforced by the statutory notification, amendment or modification, as may be applicable.

i) To devise a policy on Board Diversity.

k) To assist the Board in ensuring that plans are in place for orderly succession for appointments to the Board, Key Managerial Personnel and to Senior Management.

The Chairperson of the Nomination and Remuneration Committee or, in his absence, any other member of the Committee authorised by him, shall be present at the General meetings of the Company, to answer the shareholders queries, if any.

The Nomination and Remuneration Committee shall set up a mechanism to carry out its functions and is further authorized to delegate any / all of its powers to any of the Directors and /or Officers of the Company, as deemed necessary for proper and expeditious execution.

APPOINTMENT AND REMOVAL OF DIRECTORS, KMP AND SENIOR MANAGEMENT

Criteria for the appointment and removal of Director, KMP and Senior Management and qualifications are mentioned below:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

Term / Tenure

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. - No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be determined by the Committee as per regulatory requirement; he/ she shall be eligible for appointment for one more term of 5 years only.

Evaluation The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

REMUNERATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT

a) The Remuneration / Compensation / Profit linked Incentive etc. to Managerial Personnel, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The Remuneration / Compensation / Profit Linked Incentive etc. to be paid for Managerial Personnel shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to Managerial Personnel shall be as per the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

c) Managerial Personnel, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

d) If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Personnel in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

e) If any Managerial Personnel draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

f) Increments if declared to the existing remuneration / compensation structure shall be recommended by the Committee to the Board which should be within the limits approved by the Shareholders in the case of Managerial Personnel.

REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR:

a) Remuneration / Profit Linked Commission: The remuneration / profit linked commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force:

b) Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Limit of Remuneration /Profit Linked Commission: Remuneration /profit linked Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1%/3% of the net profits of the Company respectively.

MONITORING, EVALUATION AND REMOVAL:

a) Evaluation: The Committee shall carry out evaluation of performance of every Managerial Personnel, Director, KMP and Senior Management on yearly basis.

b) Removal: The Committee may recommend, to the Board with reasons recorded in writing, removal of a Managerial Personnel, Director, KMP or Senior Management subject to the provisions of Companies Act, 2013, and all other applicable Acts, Rules and Regulations, if any.

c) Minutes of Committee Meeting: Proceedings of all meetings must be minuted and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting. Minutes of the Committee meeting will be circulated at the subsequent Board meeting for noting.

AMENDMENT TO THE POLICY:

The Board of Directors on its own and / or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when deemed fit. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), Clarification, circular(s) etc.

RISK MANAGEMENT POLICY

PURPOSE

We believe that an effective Risk Management process is the key to sustained operations there by protecting the shareholder value, improving governance process, achieving strategic objective and being well prepared for adverse situation or unplanned circumstances, if they were to occur in life style of business activities.

OBJECTIVE

The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

Strategic objectives of the Risk Management Policy are:

1. Providing a framework that enables future activities to take place in consistent and controlled manner.

2. Improve decision making, planning and prioritization by comprehensive and structured understanding of business activities, volatility and opportunities /threats.

3. Contributing towards more efficient use/allocation of resources within the organization

4. Protecting and enhancing assets and company image.

5. Reducing volatility in various areas of the business.

6. Developing and supporting people and knowledge base of organization.

7. Optimizing operational efficiency.

BACK GROUND

The Company is prone to inherent business risks. This document is intended to formalize a Risk Management Policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks.

This Policy is in compliance with the requirements under Section 134(3) (n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The extract of the provision are mentioned below

"Section 134(3) (n) - A statement indicating development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company."

The Board of Directors of the Company shall periodically review and evaluate the Risk Management system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board.

DISCLOSURE IN BOARD’S REPORT

Board of Directors shall include a statement indicating development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

AUDIT COMMITTEE

Audit Committee, shall be evaluated the Risk Management System.
The Board shall define the roles and responsibilities of the Audit Committee. It may also delegate monitoring and reviewing of the risk management plan to the Committee and such other functions as it may deem fit.

PROCESS OF RISK ELEMINATION

The key Risk Management practices include those relating to risk assessment, measurement, mitigation, monitoring, reporting and integration with strategy and business planning.

Risk identification and assessment : Periodic assessment to identify significant risks for the Company and prioritizing the risks for action. Mechanisms for identification and prioritization of risks include risk survey, business risk environment scanning and focused discussions in Risk Management Committee. Risk survey of executives across units, functions is conducted before the annual strategy exercise. Risk register and internal audit findings also provide pointers for risk identification.

Risk measurement, mitigation and monitoring : For top risks, dashboards are created that track external and internal indicators relevant for risks, so as to indicate the risk level. The trend line assessment of top risks, analysis of exposure and potential impact are carried out. Mitigation plans are finalized, owners are identified and progress of mitigation actions are monitored and reviewed.

Risk Reporting : Top risks report outlining the risk level, trend line, exposure, potential impact and status of mitigation actions is discussed in Risk Management Committee on a periodic basis. In addition, risk update is provided to the Board. Entity level risks such as project risks, account level risks are reported to and discussed at appropriate levels of the organization.

Integration with strategy and business planning : Identified risks are used as one of the key inputs for the development of strategy and business plan.

ROLE OF THE BOARD

The Board will undertake the following actions to ensure risk is managed appropriately:

1. The Board shall be responsible for framing, implementing and monitoring the risk management plan for the Company.

2. The Board shall define the roles and responsibilities of the Audit Committee and may delegate monitoring and reviewing of the risk management plan to the Committee and such other functions as it may deem fit.

3. Ensure that the appropriate systems for Risk Management are in place.

4. The Independent Directors shall help in bringing an independent judgment to bear on the Board’s deliberations on issues of risk management and satisfy themselves that the systems of risk management are robust and defensible.

5. Participate in major decisions affecting the organization’s risk profile.

6. Have an awareness of and continually monitor the management of strategic risks.

7. Be satisfied that processes and controls are in place for managing less significant risks.

8. Be satisfied that an appropriate accountability framework is working whereby any delegation of risk is documented and performance can be monitored accordingly.

9. Ensure Risk Management is integrated into Board reporting and Annual reporting mechanisms.

10. Convene any Board-committees that are deemed necessary to ensure risk is adequately managed and resolved where possible.

REVIEW

This Policy shall evolve through review of the Audit Committee and the Board from time to time as may be necessary.

This Policy will be communicated to all vertical/functional heads and other concerned persons of the Company.

WHISTLE BLOWER POLICY

WHISTLE BLOWER POLICY / VIGIL MECHANISM

PREAMBLE

Section 177 (9) & (10) of the Companies Act 2013 requires every Listed Company and such class of Companies, as may be prescribed to establish a Vigil Mechanism for the Directors and Employee to report genuine concern in such manner as may be prescribed.

Regulation 22 of SEBI (LODR) Regulations, 2015 provides a requirement for all Listed Companies to establish a mechanism called Vigil (Whistle Blower) Mechanism for Director(s) and Employee(s) to report genuine concern about the unethical behavior, actual or suspected fraud or violation of the Companies Code of Conduct. This mechanism should also provide for adequate safeguard against victimization of Director(s) / Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

In compliance of above requirement MIRZA INTERNATIONAL LIMITED (MIL), being a Listed Company formulated a Vigil (Whistle Blower) Mechanism and also formulated a Policy for securing a Vigil Mechanism.

OBJECTIVES

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and Employees to report a genuine concern about unethical behaviour, actual or suspected fraud or violation of Code of Conduct or Policy.

The Company is committed to adhere to highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its Employees who have genuine concerns about the suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and Employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

This neither releases Employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

DEFINITIONS

"Protected Disclosure" means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title "SCOPE OF THE POLICY" with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

"Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

"Vigilance Officer/Vigilance Committee or Committee" is a person or Committee of persons, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

"Whistle Blower" is a Director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

SCOPE

Various Stakeholders of the Company are eligible to make Protected Disclosures under the Policy. These Stakeholders may fall into any of the following broad categories:

1) Employees of the Company

2) Employees of other agencies deployed for the Company's activities, whether working from any of the Company's offices or any other location

3) Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to the Company

4) Customers of the Company

5) Any other person having an association with the Company

A person belonging to any of the above mentioned categories can avail of the channel provided by this Policy for raising an issue covered under this Policy.

The Policy covers malpractices and events which have taken place / suspected to take place involving:

1. Abuse of authority

2. Breach of contract

3. Negligence causing substantial and specific danger to public health and safety

4. Manipulation of company data/records

5. Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of Financial Reports

6. Any unlawful act whether Criminal/ Civil

7. Pilferation of confidential/propriety information

8. Deliberate violation of law/regulation

9. Wastage/misappropriation of company funds/assets

10. Breach of Company Policy or failure to implement or comply with any approved Company Policy

Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

PROCEDURE

All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as "Protected disclosure under the Whistle Blower policy" or sent through E-mail with the subject "Protected disclosure under the Whistle Blower policy". If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.

All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.

The contact details of the Vigilance Officer are as under:-

Name – Ankit Mishra

E-MAIL ID - ankit.mishra@redtapeindia.com

In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.

Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.

On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

INVESTIGATION

All Protected Disclosures under this Policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself/herself or by involving any other Officer of the Company/ Committee constituted for the same /an outside agency before referring the matter to the Audit Committee of the Company.

The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation.

The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.

The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.

Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.

DECISION AND REPORTING

If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.

Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

A Quarterly Report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.

A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

CONFIDENTIALITY

The Complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

PROTECTION

No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this Policy. Adequate safeguards against victimisation of complainants shall be provided. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

MANAGEMENT ACTION ON FALSE DISCLOSURES

An Employee who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct shall be subject to disciplinary action, up to and including termination of employment, in accordance with Company Rules, Policies and Procedures. Further this Policy may not be used as a defense by an Employee against whom an adverse personnel action has been taken independent of any disclosure made by him and for legitimate reasons or cause under Company rules and policies.

ACCESS TO REPORTS AND DOCUMENTS

All reports and records associated with Disclosures are considered confidential information and access will be restricted to the Whistleblower, the Whistle Committee and Whistle Officer. Disclosures and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at that time.

RETENTION OF DOCUMENTS

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of 07 years.

COMPANY'S POWERS

The Company is entitled to amend, suspend or rescind this policy at any time. Whilst, the Company has made best efforts to define detailed procedures for implementation of this Policy, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the Policy. The Company may also establish further rules and procedures, from time to time, to give effect to the intent of this policy and further the objective of good corporate governance

BOARD EVALUATION POLICY

PERFORMANCE EVALUATION POLICY

PURPOSE

The Board of Director of the Company are responsible for monitoring the affairs of the Company and making compliances with the various provisions of Companies Act, 2013; THIS WORD with SEBI (LODR) Regulations, 2015 and notifications and rules issued by the Stock Exchange from time to time.

The Company's Board of Directors is dedicated to act in good faith; exercise their judgment on an informed basis and in the best interest of the Company and its stakeholders. The performance of every Director including the performance of the Board as a whole shall be assessed by the Board of Directors of the Company. Such an evaluation procedure will provide a fine system of checks and balances on the performance of the directors and will ensure that they exercise their powers in a rational manner.

The criteria used and the process followed for the Performance Evaluation has been disclosed in the Policy.

SCOPE

The Policy applies to Company's top management, every individual Director (whether be Executive or Non- Executive), Board of Director as a whole, and each and every Committee of the Board including Nomination and Remuneration Committee and Stakeholders Relationship Committee.

DEFINITIONS

A. "the Act" The Act shall mean The Companies Act, 2013;

B. "the Company" The Company shall mean Mirza International Limited.

C. "the Director or "the Board"; The Director or the Board, in relation to the Company, shall mean and deemed to include the collective body of the Board of Directors of the Company including the Chairman of the Company

D. "the Independent Director": The Independent Director shall mean an Independent Director as defined nder section 2 (47) to be read with section 149(5) of the Act

E. "the Policy" or this Policy : The Policy or this Policy shall mean the Policy for Evaluation of performance of Board of Directors of the Company.

F. "the Committee" or this Committee ; The Committee or this Committee shall mean the Nomination and Remuneration Committee under section 178 of Companies Act, 2013.

OBJECTIVE

The Board evaluates its performance in order to:

OBJECTIVE

The Board evaluates its performance in order to:

discharge Director accountability to shareholders; and also keeps a check as to whether the Board of the Company is acting in the interest of all its stakeholders.
improve Director relationships with shareholders; fair evaluation of performance of the Board shall lead to a better relationship with its shareholders and also the investors complaints and requests would be addressed soon.
ensure Board harmony and dynamics; performance evaluation will lead to better interpersonal relationship and spirit of harmony and friendliness.
ensure Board processes are effective and efficient; the Policy shall also ensure that the process and procedures adopted to carry out the operations of the Company are effective.
add value to the Company; better performance of the Board would add value to the Company and will also build up better reputation in the business world.
anticipate issues that may affect the Company in the future; the Board shall take steps to minimise the negative risks associated with any activity.
assist with Board succession planning and skills assessment; and
Review Board Committee membership.

The objective of this Policy is also to establish and diclose the criteria of the Board's Performance Evaluation and describe the procedure of Board Evaluation

FACTORS TO BE CONSIDERD FOR PERFORMANCE EVALUATION

The Nomination Committee shall lay down the evaluation criteria for performance evaluation of Independent Directors. The Company shall disclose the criteria for performance evaluation, as laid down by the Nomination Committee, in its Annual Report. The performance evaluation of Independent Directors shall be done by the entire Board of Directors (excluding the directors being evaluated).

The factors to be considered while evaluating the performance of Independent Directors are set out below:

S. No.	Assessment Criteria for evaluating the performance of Independent Director	Description
1	Attendance & participation	How well prepared and informed are they for Board Meetings and their meeting attendance satisfactory?
2	Code of Conduct	Whether the Directors are adherencing to ethical standards & code of conduct of Company?
3	Interpersonal Skills	Whether the Directors are maintaining good Interpersonal relations with other Directors and management?
4	Updation & Awareness	How actively and successfully do they refresh their knowledge and they are up to date with internal and external business conditions.?
5	Understanding & Contribution	Whether they have understanding of the Company and the external environment in which it operates and contribution to strategic direction.
6	Vigil-Mechanism	Safeguarding interest of whistle-blowers under vigil mechanism and safeguard of confidential information
7	Opinions & Suggestions	Whether they are rendering valuable opinions and suggestions rendered by the Independent Directors of the Company during the Board Meeting.

Based on the above criteria performance of the Independent Directors of the Company shall be assessed and on the basis of the report of performance evaluation, ratings shall be assigned to each and every Independent Director and it shall also be determined whether to extend or continue the terms of appointment of Independent Directors.

Some of the specific issues and questions that should be considered in a performance evaluation of Non-Independent Director /WTD/ CMD are set out below:

S. No.	Assessment Criteria for evaluating the performance of Non Independent Director/ WTD/ CMD	Description
1	Leadership Skills	Leadership initiative, like new ideas and planning towards growth of the Company and steps initiated towards Company and steps initiated towards Branding of the Company
2	Code of Conduct	Adherence to ethical standards & code of conduct of Company
3	Team Work	Team work attributes and supervising & training of staff members
4	Compliances	Compliance with policies, Reporting of frauds, violation etc. and disclosure of interest
5	Vigil-Mechanism	Safeguarding of interest of whistle blowers under vigil mechanism and Safeguard of confidential information

Some of the specific issues and questions that should be considered in a performance evaluation of the entire Board by the Independent Directors are set out below :

S. No.	Assessment Criteria For Evaluation of Board as a whole (including its various Committees)	Description
1	Composition	Is the composition of the board appropriate with the right mix of knowledge and skills required to drive organizational performance in the light of future strategy?
2	Code of Conduct	The Board of Directors is effective in establishing a corporate environment that promotes timely and effective disclosure, fiscal accountability, high ethical standards and compliance with applicable laws and regulations.
3	Corporate Governance	The Board of Directors is effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
4	Risk Management	The Company’s systems of control are effective for identifying material risks and reporting material violations of policies and law and The Board is provided with sufficient information about material risks and problems that affects the Company’s business and prospects.
5	Review of Affairs	The Board receives regular financial updates and takes all necessary steps to ensure the operations of the organization are sound and reviews the organization’s performance in carrying out the stated mission on a regular basis.
6	No. of Board Meetings	Are sufficient numbers of Board Meetings, of appropriate length, being held to enable proper consideration of issues?
7	Management Information System	The information provided to Directors prior to Board meetings meets expectations in terms of length and level of detail and Board members come prepared to meetings and ask appropriate questions of management and address issues that might present a conflict of interest.
8	Manner of Conducting Board Meeting	Board meetings are conducted in a manner that encourages open communication, meaningful participation, and timely resolution

Assessment of performance shall be made on the basis of factors mentioned above and on the basis of the performance Ratings shall be assigned to every Director on individual basis and on tha basis of performance of the Board Committee as a whole.

On the basis of this assessment the Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall also carry out the evaluation of Directors performance.

REVIEW

The performance evaluation process and related tools will be reviewed by the “Nomination and Remuneration Committee” on need basis, and the Committee may periodically seek independent external advice in relation to the process. The, committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company. The performance of Committees of Board shall also be reviewed from time to time.

DISCLOSURE

The Company will disclose details of its Board Performance Evaluation processes in the Board's Report.

ANTI SEXUAL HARASSMENT POLICY

UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

PURPOSE

Our company's Policy has been to promote a healthy work environment that ensures every employee to be treated with dignity and respect and that enables employees to work without fear of prejudice, gender bias and sexual harassment.

Sexual harassment at work place or other than work place if involving employees is an offence and is therefore punishable.

SCOPE

This Policy applies to all categories of employees of company, including permanent management and workmen, temporaries, trainees and employees on contract at their workplace and includes business trips and business related social events.

The company will not tolerate sexual harassment.

DEFINITIONS

A)"EMPLOYEE" means a person employed at a work place for anyone regular, temporary, ad hoc or daily wage basis, either directly or through an agent , including a contractor, with or without the knowledge of the principal employer, whether for remuneration or not or working on a voluntary basis or otherwise, whether the terms of employment are express or implied and includes a co-worker, a contractor worker, probationer, trainee, apprentice or called by any other such name.

B)"Sexual harassment" would mean and include any of the following:

Unwelcome sexual advances, requests or demand for sexual favours, either explicitly or implicitly, in return for employment, promotion, examination or evaluation of a person towards any company activities;
unwelcome sexual advances involving verbal, non-verbal, or physical conduct such as sexually coloured remarks, jokes, letters, phone calls, e-mail, gestures, showing of pornography, lurid stares, physical contact or molestation, stalking, sounds, display of pictures, signs, verbal or non-verbal communication which offends the individuals sensibilities and affect her/his performance;
Act or conduct by a person in authority which creates the environment at workplace hostile or intimidating to a person belonging to the other sex;
Conduct of such an act at work place or outside in relation to an employee of MIRZA INTERNATIONAL, or vice versa during the course of employment.
Any unwelcome gesture by an employee having sexual overtones.

COMPLAIN REDRESSAL COMMITTEE

A Committee has been constituted by the company to consider and redress complaints of sexual harassment. The chairman and member are as follows.

MS. SHABANAM SIDDIQUI	CHAIRMAN
MS. RADHA NAIR	MEMBER
MR. Ankit Mishra	MEMBER
MR. R. D. KAUSHIK	MEMBER

Committee responsible for:

Investigating every formal complaint of sexual harassment.
Take appropriate remedial measures.
Preventing employment related sexual harassment.

REDRESSAL PROCESS

Employee who feels and is being sexually harassed makes a formal complaint to the Presiding Officer within 30 days of the incident.
If employee is unable to make a complaint on account of mental or physical incapacity, the legal heir or such other person as may be prescribed will make a complaint.
The Committee, before initiating an enquiry, takes steps to settle between victim and respondent, through conciliation, provided that no monetary settlement shall be made as a basis of conciliation.
The committee will maintain a Register to record the complaint received and keep the contents confidential.
After receiving complaint Committee will hold a meeting with in 5 days.
The Committee Members shall hear the complainant and record her allegations. The complainant can also submit any corroborative material with a documentary proof, oral or written material, etc.
The person against whom complaint is made may be called for a deposition before the Committee and an opportunity will be given to him/her to give an explanation.
In the event the complaint does not fall under the purview of Sexual Harassment or the complaint does not mean an offence of Sexual Harassment, the same would be dropped after recording the reasons thereof.
In case the complaint is found to be false, the Complainant shall, if deemed fit, be liable for appropriate disciplinary action by the Management.

CONFIDENTIALITY

The Company understand that it is difficult for complainant to come forward with a complaint of matters related to sexual harassment so company will have all these matters confidential. All records of complaints, including contents of Meeting, results of investigations and other relevant material will be kept confidential by company.

SUMMARY OF SEXUAL HARASSMENT COMPLAINTS

No of complaints received: NIL

No. of complaints disposed off: NIL

The Committee shall prepare an annual report on such complaints and shall submit the report to employer

POLICY ON ARCHIVING

POLICY ON ARCHIVING OF DOCUMENTS OF MIRZA INTERNATIONAL LIMITED

1. STATUTORY MANDATE

The Board of Directors of Mirza International Limited (the “Company”) in their Meeting held on 06th November 2015 has adopted the following Policy and procedures with regard to disclosure of material events which are necessary to be disclosed to the Stock Exchanges based on criteria as may be deemed necessary and has been adopted as part of this Policy. The Board may review and amend this Policy from time to time.

This Policy will be applicable to the Company with effect from 1 December, 2015 is in terms of Clause 30 (8) of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”).

2. PURPOSE AND SCOPE

The purpose of this documents is to present a high level Policy statement for Mirza International Limited regarding preservation of its documents which are hosted in the Company’s Website in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”)

The Policy is framed for the purpose of archiving of documents which are hosted on the website of the Company

3. POLICY

a. All Documents generated, disclosed or received by the Company, on its website, for the purpose of shareholder communication, are the properties of the Company and constitute archival material.

b. Archival material of the Company shall not be destroyed or purged without the approval of Board of Directors.

Provided that nothing contained herein shall be deemed to lead to an exception in case of an accidental deletion, or deletion due to any system flaw, virus, or any other deletion, inaccessibility or loss due to any reason other than deliberate and determinate deletion.

c. Material so selected for preservation shall be sent to the Company archives in the category of archived documents.

d. Board will be responsible for deciding how long archival material is to be retained in and under the direct control of the officer concerned, if the law does not specify any time period. The period shall not be less than 3 years.

e. With reference to the pretext, the Documents submitted to the Stock Exchanges, to be hosted on the website for the purpose of compliance with disclosure norms shall also be archived.

Archiving of the Documents to be submitted to the Stock Exchanges, in terms of the Regulations, shall be done after the lapse of the preservation period of 5 years [as specified in Regulation 30(8)], as per the Archival Policy.
For the Documents to be submitted to the Stock Exchanges to comply with disclosure norms as required by any other Applicable Law, the Documents are to be archived after the lapse of the specified/required time period

POLICY ON BOARD DIVERSITY

POLICY ON BOARD DIVERSITY OF MIRZA INTERNATIONAL LIMITED

PURPOSE

The Board Diversity Policy (the “Policy”) is intended to set out a framework to promote diversity of Board of Directors of Mirza International Limited

VISION

The Company recognizes the importance and benefits of having the diverse Board to enhance the quality of its programme.

POLICY STATEMENT

The Company recognizes that a diverse Board will enhance the quality of decisions made by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balance development. MIL believes that a diverse Board will contribute to the achievement of its strategic & commercial objective including to

Drive business results
Make corporate governance more effective
Enhance quality and responsible decision making capability
Enhance the reputation of MIL

The Nomination and Remuneration Committee is responsible for reviewing and accessing the composition and performance of the Board

Accordingly, the Committee shall

Access the appropriate mix of diversity, skills, experience and expertise required on the Board and access the extent to which the required skills are represented on the Board.
Make recommendations to the Board in relation to appointments, and maintain an appropriate mix of diversity, skills, experience on the Board, and
Periodically review and Report to the Board requirements, if any, in relation to diversity on the Board

The total number of Directors constituting the Board shall be in accordance with the Law. The Board of Directors of the Company shall have an optimum combination of Executive and Non Executive Directors with at least one women Director and the composition of the Board shall be in accordance with the requirements of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as may be amended from time to time and the statutory, regulatory and contractual obligations of the Company.

MONITORING AND REPORTING

The Nomination and Remuneration Committee will monitor the implementation of this Policy and Report to the Board on the achievement of measureable

REVIEW OF POLICY

The Nomination and Remuneration Committee will review this Policy from time to time as necessary and make recommendations on any required changes to the Board for consideration and approval.

This Policy has been approved by Board of Directors as on 6th November 2015.

POLICY ON MATERIALITY

POLICY ON MATERIALITY OF MIRZA INTERNATIONAL LIMITED

1. STATUTORY MANDATE

The Board of Directors of Mirza International Limited (the “Company”) has adopted the following Policy and procedures with regard to disclosure of material events which are necessary to be disclosed to the Stock Exchanges based on criteria as may be deemed necessary and has been adopted as part of this Policy. The Board may review and amend this Policy from time to time.

This Policy will be applicable to the Company with effect from 1 December, 2015 is in terms of Clause 30 (4) of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”).

2. PURPOSE OF THE POLICY

The purpose of this Policy is to determine materiality of events and information based on criteria specified under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events/information specified in Para A and B of Part A of Schedule III of the Listing Regulations to the Stock Exchanges.

3. CRITERIA FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION

The Company shall consider the criteria as specified in clause (i) of sub-regulation 4 of Regulation 30 of the Listing Regulations for determination of materiality of events / information.

4. DEFINITIONS

Act means the Companies Act, 2013

Board of Directors means Board of Directors of Mirza International Limited

The Company means Mirza International Limited

LODR Regulations means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Compliance Officer means The Officer appointed by the Board of Directors of the Company for the purpose of these Regulation from time to time.

SEBI means Securities Exchange Board of India.

Rules means Rules made under Companies Act, 2013

Material Events are those that are specified in Para A of Part A of Schedule III of the LODR

Other Events are those as may be decided from time to time and in accordance with Para B of Part A of Schedule III, as specified in sub-regulation (4)

Key Managerial Personnel (KMP) of the Company includes Managing / Whole-time Directors, Chief Financial Officer / Company Secretary, who may be authorised individually or collectively to disclose events to Stock Exchanges.

5. EVENTS WHICH ARE DEEMED TO BE MATERIAL EVENTS

Based on the recommendation of the Audit Committee or suo moto the Board of Directors of the Company shall determine the events which are classified under different categories to be material and / or other events having a bearing on the performance of the Company and on the share prices of the Company, which needs to be disclosed to the Stock Exchanges as per the time span specified against each category.

CATEGORY A

Events considered Material which needs to be disclosed to the Stock Exchanges within 24 hours of the decision taken at the Board Meeting are:

Acquisition, (including agreement to acquire), Scheme of Arrangement which includes amalgamation / merger / demerger / restructuring), or sale or disposal of unit(s), division(s) or subsidiary of the listed entity or any other restructuring
Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
Shareholder agreement, Joint Venture, Family settlement agreement, agreement / treaty / contract with media companies
Fraud / default by promoters or key managerial personnel and arrest of KMP or Promoter
Reference to BIFR and winding-up petition filed by any party / creditors
Revision in ratings
Change in Directorships, key managerial personnel, Auditor and Compliance Officer
Appointment and discontinuance of share transfer agent
Corporate debt restructuring
One time settlement with bank
Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity
Proceedings of the Annual or Extra General Meeting
Amendments to Memorandum and Articles of Association
Schedule of Analyst or institutional investor meet and presentation

Note: If the Management is not in a position to inform the Stock Exchanges within 24 hours of the decision taken at the Board Meeting, then it shall inform the Stock Exchanges as soon as it is possible with an explanation as to reason for delay in disclosing the said information.

CATEGORY B

Events / Decisions considered Material which needs to be disclosed to the Stock Exchanges within 30 minutes of the closure of the Board Meeting are:

Declaration of Dividend and / or cash bonuses recommended or declared and other information pertaining to them
Cancellation of dividend with reasons thereof
Buyback of securities
Fund raising proposed to be undertaken
Increase in capital by issue of bonus shares
Reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue
Alteration of capital
Financial results
Voluntary delisting from Stock Exchanges

CATEGORY C

Miscellaneous Events / Decisions not considered Material which however, needs to be disclosed to the Stock Exchanges as soon as it is possible when the necessary information is ready to be publicized which are:

Commencement or postponement of the date of commercial production or operation of any unit / division
Change in the general character or nature of business brought about by Arrangements for strategic, technical manufacturing or marketing tie-up, new Line of business or closure of operations of any unit / division
Capacity addition or new product launch
Awarding, bagging / receiving, amendment or termination of awarded/ orders/ Contracts not in the normal course of business.
Agreements for loan not in the normal course of business
Disruption of operation of any one or more units due to natural calamity
Effects arising out of change in regulatory framework applicable to the listed Entity
Litigation / dispute / regulatory action(s) with impact
Fraud/ defaults etc by Directors(other than Key Managerial Personnel)or employee of listed entity
Options to purchase securities including ESOP/ESPS scheme
Giving of guarantees or indemnity or becoming a surety for any third party
Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals
Any other information that may be deemed necessary jointly and severally by the KMPs of the Company who would consider that it is necessary for the holders of the securities of the listed entity to appraise its position and to avoid the establishment of a false market
The Board may in its discretion also authorise the KMPs to disclose such events, information or material that in its wisdom may be necessary for the Members of the exchange to know the information

The Management shall periodically bring to the attention of the Board of Directors of the Company, all information, events or materials which in its opinion has to be brought to the attention of the Members of the Stock Exchanges.

6. CRITERIA FOR DISCLOSURE OF EVENTS / INFORMATION

i. The omission of an event or information would likely to result in discontinuity or alteration of event or information already available publicly

ii. The omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date

iii. In case where the criteria of an event / information does not fall in the first two categories but still in the opinion of the Board of Directors are considered material

7. AUTHORITY FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION

The Company Secretary is hereby authorised by Board of Directors for the purpose of determining the materiality of an event for the purpose of making disclosure to the Stock Exchanges:- Mr. Ankit Misra– Company Secretary & Compliance Officer

Above details shall be also disclosed to the Stock Exchanges and as well as on Company’s website.

8. WEBSITE UPDATION / UPDATES TO STOCK EXCHANGES

The Company shall update all disclosures made under the Regulations to the Stock Exchanges in its website and shall be continued to be hosted in the website for a minimum period of five years and thereafter archived as per the document retention Policy of the Company.

The Compliance Officer, of the Company, shall give updates to the Board of Directors and to the Stock Exchanges on any material event that may have been first informed to the stock exchanges including further developments, if any, on such events. Such updates shall also be hosted on the website of the Company

9. COMPLIANCE OFFICER

The Compliance Officer for the Purpose of complying with the provisions of LODR, 2015 shall be the Company Secretary of the Company.

10. POLICY REVIEW

This Policy shall be subject to review as may be deemed necessary and to comply with any regulatory amendments or statutory modifications and subject to the necessary approvals of the Board of Directors.

11. BOARD’S APPROVAL

The Policy has been adopted and approved by the Board of Directors at its meeting held on 06th November, 2015 which shall be come into effect from 1st December 2015.

POLICY ON PRESERVATION

POLICY ON PRESERVATION OF DOCUMENTS OF MIRZA INTERNATIONAL LIMITED

1. PREAMBLE

The Board of Directors of Mirza International Limited (“the Company”) has adopted in their Meeting held on 06th November 2015 the following Policy and procedure with regard to preservation of documents as defined below. The Board will review and may amend this Policy from time to time.

2. PURPOSE

This Policy is framed as per requirement of Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

3. INTRODUCTION

A Policy on preservation of documents involves the systematic identification, categorization, maintenance, review, retention and destruction of documents received or created in the course of business. The Policy contains the guidelines how to identify documents that need to be maintained, how long certain documents should be retained, how and when those documents should be disposed off if no longer needed, and how should be accessed or retrieved when they are needed as per the rules made there under the law.

4. DEFINITIONS

Act : means the Companies Act, 2013
Board of Directors : means Board of Directors of Mirza International Limited
The Company : means Mirza International Limited
SS-1 : means Secretarial Standard -1 for the Board Meetings as notified by the ICSI
SS-2 : means Secretarial Standard -2 for the General Meetings as notified by the ICSI
SEBI (LODR) Regulation, 2015: means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Compliance Officer : The Company Secretary and / or a Key Managerial Person appointed by the Board of Directors of the Company as the Compliance Officer for the purpose of these Regulations from time to time.
SEBI : means The Securities Exchange Board of India.
Rules : means Rules made under the Companies Act, 2013
Regulation : means Regulation made under SEBI Act.

5. DOCUMENTS WHOSE PRESERVATION SHALL BE PERMANENT IN NATURE

The Board of Directors shall decide necessity of preservation of documents permanently from time to time as required under the Act and Regulation.

Notwithstanding anything contained herein with the Act, SS-1 and SS-2, the following documents/ records maintained under the Act, Rules and Regulation shall be preserved permanently and hosted on the website of the Company:-

Financial Statements, duly signed Annual Reports
Minutes of all General Meetings.
Disclosure made under the SEBI and Takeover Regulations and the SEBI (LODR) Regulations , 2015 to the Stock Exchanges
Memorandum and Articles of Association of the Company as may be amended from time to time
Shareholder and Joint venture Agreement.
Letter of Offer related to Public Issue, Right Issue, Further Issue, Buy Back Offer etc.
any others, if Board of Directors may deem fit.

6. DOCUMENTS WITH PRESERVATION PERIOD OF NOT LESS THAN EIGHT YEARS COMPLETION OF THE RELEVANT TRANSACTION:

Notice of the Board Meeting to the Stock Exchanges for considering matters relating to pre-intimations required to be submitted to the Stock Exchanges.
Date for the closures and Record dates for various purposes as may be decided by the Company from time to time.
Quarterly and half yearly and annual financial results of the Company
Quarterly Shareholding Pattern including details for pledge of shares any changes therein.
Results of the E-voting, General Meetings, Postal Ballot etc.
Change in the constitution of the Board of Directors, KMP, Compliance Officer Auditors, Secretarial Auditors, Share Transfer Agent.
Agreements with the Share Transfer Agent, Depositories
Any Price Sensitive Information’s given or provided to the Stock Exchange Regulation 30 of the SEBI (LODR) Regulations, 2015
Recommendation and payment of Dividend to the Shareholders.
Details of the Complaints received and resolved by the Company.
Corporate Governance Report submitted to the Stock Exchanges on Quarterly and annual basis
Copy of the orders issued by the SEBI or Stock Exchanges relating to Securities listed with Stock Exchanges

The above said documents shall be hosted by the Company on its website for a period at least 8 years. The Board of Directors may decide the preservation period for any particular documents.

7. RESPONSIBILITY OF EMPLOYEES FOR PRESERVATION OF DOCUMENTS:

All the Employees in the permanent rolls of the Company are responsible for taking into account the potential impacts on preservation of documents in their work area and their decision to retain /preserve or destroy documents pertaining to their area.

8. AUTHORISED FOR MONITORING THE POLICY

The Company Secretary is here by authorised by the Board of Directors shall be responsible for monitoring the Policy. The Authorised Person shall inform Board of Directors about the monitoring the Policy.

The Authorised Person shall take necessary steps to discharge his duty.

9. PRESERVATION PRINCIPLES

It is only through preservation that continued availability and access to items in the collection can be maintained. The following principles shall be kept in mind.

Where possible, documents are preserved in their original format, respecting the physical integrity and authenticity of the original documents.
Active conservation is employed when appropriate to prevent further deterioration or damage to an item, or to enable access to be given.
Appropriate conservation measures will take into account the needs, value, significance, and usage of the item in question.
Surrogates shall be created where appropriate to protect the original, and to allow wider access to the content, surrogates shall not replace the original, which will still need preservation.
All staff are made aware of the permanent importance of preservation, and are trained on safe handling documents

10. SECURITY OF DOCUMENTS

The Board shall ensure that all the documents shall keep in safe place in the Company premises. The Board may authorise person for security of documents, who shall be responsible for safe custody of documents.

11. DISPOSAL OF DOCUMENTS

Disposal of documents after said period of 8 years (whose preservation shall not be permanent in nature shall be done in the presence of Authorised Person in the method prescribed by the Board of Directors, before disposing a soft copy shall be taken on record.

12. REVIEW OF POLICY

The Board of Directors of the Company shall review the Policy on annual basis. The Authorised person shall provide regular assurance to Board of Directors on the effectiveness of Policy.

CSR POLICY

CORPORATE SOCIAL RESPONSIBILITY POLICY

POLICY OBJECTIVE

Mirza International Limited ('MIL' or 'the Company') CSR Policy intends to:

Strive for economic development that positively impacts the society at large with minimal resource footprint.
Embrace responsibility for the Company’s actions and encourage a positive impact through its activities on hunger, poverty, malnutrition, environment, communities, stakeholders and the society.

FOCUS AREAS

In accordance with the requirements under the Companies Act, 2013 MIL’s CSR activities, amongst others will focus on:

HUNGER, POVERTY, MALNUTRITION AND HEALTH: Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

EDUCATION: Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

WOMEN EMPOWERMENT: Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

ENVIRONMENTAL SUSTAINABILITY: Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

NATIONAL HERITAGE ART AND CULTURE: Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

SCOPE OF CSR ACTIVITIES

The CSR projects and programs to be undertaken by the Company shall include activities falling within the preview of schedule VII of Companies Act, 2013; as amended from time to time.

The surplus, if any, arising out of CSR initiatives of the Company shall not form part of its business profits and shall be utilized for CSR activities only.

CSR IMPLEMENTATION

The CSR Committee will be responsible for overseeing the approval, execution, implementation and monitoring of the project.

These programs will be executed by the Company and where appropriate in partnership with local government, various NGO partners, service providers and others.

In case the Company undertakes to carry any of the projects through any trust, society or company not established by the Company or its holding or subsidiary or associate company, the CSR Committee shall ensure that such trust, society or Company has an established track record in undertaking similar programs or projects and is eligible to undertake the projects under Section 135 of the Act.

CSR BUDGET

The CSR Committee under the supervision of the Board shall try to ensure that the Company spends in each Financial Year (FY), at least two per cent of the average net profit (calculated as per Section 198 of the Act) made during the three immediately preceding FYs (CSR Budget).

If the Company is unable to spend the prescribed 2% of its average net profit as mentioned above, the committee will review the reasons for the same and place the same with justification to the Board.

The Company will report reasons for not spending the entire Budget outlay for CSR allocated in any financial year.

To comply with the obligations, the CSR Committee may also decide to contribute amount of CSR Budget, either wholly or partially towards Corpus of any foundation provided under Schedule VII (as amended from time to time) as may be approved by the Board.

TARGETS AND PERFORMANCE MEASURES

To ensure effective implementation, the Committee will set measurable targets for each CSR project and Funds for such projects.

MONITORING ACTIVITIES

The CSR Projects shall be monitored at various levels as follows:

At the Board Level

The Board shall review, on quarterly basis, the CSR initiatives of the Company including amount spent thereon.

At the CSR Committee Level

The CSR Committee will be monitoring the CSR Policy on quarterly basis and among other agenda shall consider the following:

Monitoring the utilization of funds towards approved CSR Activities
Define and review targets for the CSR commitments and performance measures
Evaluate actual CSR performance and impact such activities are making on the people, society and environment
Corrective measures to be taken to rectify deviations (if any)

The members of the CSR committee (and specifically the Committee Chairman) may also undertake the following activities, whenever it deems necessary for effective discharge of its responsibilities:

Field visits to Project / Programme sites;
Interaction with beneficiary communities to obtain feedback;

REVIEW OF POLICY

The CSR Policy will be reviewed periodically by the CSR Committee of the Company.

DOCUMENTATION, REPORTING AND DISCLOSURES

As part of compliance to the Act, and in preparation of the Annual CSR Report as per Reporting Format, the Head CSR of the Company will ensure the following:

1. All CSR Projects / Programs are comprehensively documented

2. All appropriate MIS are maintained, in a suggestive template.

3. Accountability is fixed at every level of the CSR process and the implementation apparatus

DISCLOSURE IN THE ANNUAL REPORT OF THE COMPANY

The details about the policy developed and implemented by the Company on corporate social responsibility, initiatives taken during the year and details of CSR spent during the financial year shall be disclosed in the Annual Report of the Company.

This policy shall be subject to amendments under the Companies Act 2013 or any other applicable law or regulation.

RELATED PARTY TRANSACTION POLICY

1. Preamble:

The Board of Directors (the “Board”) of Mirza International Limited (the "Company" or "MIL"), has adopted the following policy and procedures with regard to Related Party Transactions as defined below. The Audit Committee will review and may amend this policy from time to time.

This policy will be applicable to the Company. This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable on the Company.

2. Purpose:

This Policy is framed as per requirement of Regulation 23 of SEBI (LODR) Regulations, 2015 and intended to ensure the proper approval and reporting of transactions between the Company and its Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders. The Company is required to disclose each year in the Financial Statements certain transactions between the Company and Related Parties as well as policies concerning transactions with Related Parties.

3. Definitions:

"Audit Committee or Committee" means Committee of Board of Directors of the Company constituted under provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

"Board" means Board of Directors of the Company

"Control" shall have the same meaning as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

"Key Managerial Personnel" means key managerial personnel as defined under the Companies Act, 2013 and includes

Managing Director, or Chief Executive Officer or manager and in their absence, a whole- time director;
Company Secretary; and
Chief Financial Officer

"Material Related Party Transaction" means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the Company.

"Policy" means Related Party Transaction Policy.

"Related Party" means related party as defined in SEBI (LODR) Regulations, 2015 which is as follows:

An entity shall be considered as related to the Company if:

Such entity is a related party under Section 2(76) of the Companies Act, 2013; or
Such entity is a related party under the applicable accounting standards."

"Related Party Transaction" means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

Explanation: A "transaction" with a Related Party shall be construed to include single transaction or a group of transactions in a contract.

4. Policy:

All Related Party Transactions must be reported to the Audit Committee and referred for approval by the Committee in accordance with this Policy.

Identification of Potential Related Party Transactions

Each director and Key Managerial Personnel is responsible for providing notice to the Board or Audit Committee of any potential Related Party Transaction involving him or her or his or her Relative, including any additional information about the transaction that the Board/Audit Committee may reasonably request. Board/Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy.

The Company strongly prefers to receive such notice of any potential Related Party Transaction well in advance so that the Audit Committee/Board has adequate time to obtain and review information about the proposed transaction.

Prohibitions related to Related Party Transactions

All Related Party Transactions shall require prior approval of the Audit Committee. However, the Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the company subject to the following conditions:

a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the Company and such approval shall be applicable in respect of transactions which are repetitive in nature.

b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the Company;

c) Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price / current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit;

Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs.1 crore per transaction. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.

Further, all Material Related Party Transactions shall require approval of the shareholders through special resolution and all entities falling under the definition of Related Parties shall abstain from voting irrespective of whether the entity is a party to the particular transaction or not.

Review and Approval of Related Party Transactions

Related Party Transactions will be referred to the next regularly scheduled meeting of Audit Committee for review and approval. Any member of the Committee who has a potential interest in any Related Party Transaction will recuse himself or herself and abstain from discussion and voting on the approval of the Related Party Transaction.

Whether the terms of the Related Party Transaction are fair and on arms length basis to the Company and would apply on the same basis if the transaction did not involve a Related Party.
Whether there are any compelling business reasons for the Company to enter into the Related Party Transaction and the nature of alternative transactions, if any.
Whether the Related Party Transaction would affect the independence of an independent director.
Whether the proposed transaction includes any potential reputational risk issues that may arise as a result of or in connection with the proposed transaction.
Whether the Company was notified about the Related Party Transaction before its commencement and if not, why pre-approval was not sought and whether subsequent ratification is allowed and would be detrimental to the Company; and
Whether the Related Party Transaction would present an improper conflict of interest for any director or Key Managerial Personnel of the Company, taking into account the size of the transaction, the overall financial position of the director, Executive Officer or other Related Party, the direct or indirect nature of the director’s, Key Managerial Personnel’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/Committee deems relevant.

To review a Related Party Transaction, the Committee will be provided with all relevant material information of the Related Party Transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and to the Related Party, and any other relevant matters. In determining whether to approve a Related Party Transaction, the Committee will consider the following factors, among others, to the extent relevant to the Related Party Transaction.

If the Committee determines that a Related Party Transaction should be brought before the Board, or if the Board in any case elects to review any such matter or it is mandatory under any law for Board to approve the Related Party Transaction, then the considerations set forth above shall apply to the Board’s review and approval of the matter, with such modification as may be necessary or appropriate under the circumstances.

Audit Committee shall review, at least on a quarterly basis, the details of Related Party Transactions entered into by the company pursuant to each of the omnibus approval given.

Notwithstanding the foregoing, the following Related Party Transactions shall not require prior approval of Audit Committee or Shareholders.

Transactions entered into between the Company and its wholly owned subsidiary whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval.
Any transaction that involves the providing of compensation to a director or Key Managerial Personnel in connection with his or her duties to the Company or any of its subsidiaries or associates, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business.
Any transaction in which the Related Party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the Related Party.

5. Related Party Transactions not approved under this Policy

In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Committee. The Committee shall consider all of the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under this Policy, and shall take any such action it deems appropriate.

In any case, where the Committee determines not to ratify a Related Party Transaction that has been commenced without approval, the Committee, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction. In connection with any review of a Related Party Transaction, the Committee has authority to modify or waive any procedural requirements of this Policy.

This Policy will be communicated to all operational employees and other concerned persons of the Company.

DIVIDEND DISTRIBUTION POLICY

1. BACKGROUND, SCOPE, PURPOSE AND EFECTIVE DATE

The Securities Exchange Board of India (SEBI) on July 8, 2016 has notified the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 (Regulations).

Vide these Regulations, SEBI has inserted Regulation 43A after Regulation 43 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which requires top five hundred listed companies (based on market capitalization of every financial year) to formulate a Dividend Distribution Policy, which shall be disclosed in its Annual Report and on its website.

However, listed entities other than top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.

Mirza International Limited (the “Company”) though not fall under the list of the top five hundred listed companies as per the criteria mentioned above, but as a measure of good Corporate Governance initiative, the Company has approved and adopted this Dividend Distribution Policy (the “Policy”) at its meeting held on May 30, 2017, being the effective date of the Policy.

The intent of the Policy is to broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc.

The Policy shall not apply to:

Determination and declaration of dividend on preference shares, as and when issued by the Company, as the same will be as per the terms of issue approved by the shareholders.
Issue of Bonus Shares by the Company.
Buyback of Securities.

The Policy is not an alternative to the decision of the Board for recommending dividend, which is made every year after taking into consideration all the relevant circumstances enumerated hereunder or other factors as may be decided as relevant by the Board.

2. Dividend distribution philosophy

The Company is deeply committed to driving superior value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium term and longer term value creation. Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well as long term needs of the business.

3. Dividend

Dividend represents the profit of the Company, which is distributed to shareholders in proportion to the amount paid-up on shares they hold. Dividend includes Interim Dividend.

4. Circumstances under which shareholders can expect Dividend

The Board will assess the Company’s financial requirements, including present and future organic and inorganic growth opportunities and other relevant factors (as mentioned elsewhere in this policy) and declare Dividend in any financial year.

The Dividend for any financial year shall normally be paid out of the Company profits for that year. This will be arrived at after providing for depreciation in accordance with the provisions of the Companies Act, 2013. If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) in accordance with provisions of the Act and Regulations, as applicable.

5. Interim and Final Dividend

The Board may declare one or more Interim Dividends during the year. Additionally, the Board may recommend Final Dividend for the approval of the shareholders at the Annual General Meeting. The date of the Board meeting in which the Dividend proposal will be considered, will be provided to the stock exchanges, as required by Listing Regulations.

6. Financial parameters and other internal and external factors that would be considered for declaration of Dividend:

Distributable surplus available as per the Act and Regulations
The Company’s liquidity position and future cash flow needs
Track record of Dividends distributed by the Company
Payout ratios of comparable companies
Prevailing Taxation Policy or any amendments expected thereof, with respect to Dividend distribution
Capital expenditure requirements considering the expansion and acquisition opportunities
Cost and availability of alternative sources of financing
Stipulations/ Covenants of loan agreements
Macroeconomic and business conditions in general
Any other relevant factors that the Board may deem fit to consider before declaring Dividend

Within these parameters, the Company would endeavor to maintain a total dividend pay-out ratio in the range of 15 to 20% of the profit after tax of the company excluding Dividend Distribution Tax.

7. Utilisation of retained earnings

Subject to applicable regulations, the Company’s retained earnings shall be applied for:

Funding inorganic and organic growth needs including working capital, capital expenditure, repayment of debt, etc.
Buyback of shares subject to applicable limits
Payment of Dividend in future years
Issue of Bonus shares
Any other permissible purpose

8. Modification of the Policy

The Board is authorized to change/amend this policy from time to time at its sole discretion and/or in pursuance of any amendments made in the Companies Act, 2013, the Regulations, etc.

9. Disclaimer

This document does not solicit investments in the Company’s securities. Nor is it an assurance of guaranteed returns (in any form), for investments in the Company’s equity shares.

Scheme of Amalgamation

SCHEME OF AMALGAMATION OF GEPL WITH MIRZA INTERNATIONAL LIMITED

Scheme of Amalgamation

Revised Post Merger SHP

Complaint Report

Approval of Draft Scheme of Amalgamation (NSE)

Approval of Draft Scheme of Amalgamation (BSE)

Approval of Modified Share Exchange Ratio (NSE)

Approval of Modified Share Exchange Ratio (BSE)

Addendum to Fairness Opinion

Addendum to Valuation Report

Supplementary Audit Committee

Revised Draft Scheme of Amalgamation

Complaint Report (NSE)

Complaint Report (BSE)

Observation Letters (NSE)

Observation Letters (BSE)

Shareholder Booklet

Outcome of Court Convened Meeting

Results of Resolutions proposed to the Public Shareholders- Postal Ballot/E Voting

Advertisement of Petition

Approval of Scheme of Amalgamation by Hon'ble High Court, Allahabad

Formal Order of Scheme of Amalgamation by Hon'ble High Court, Allahabad

Submission of Documents post approval of Amalgamation(NSE)

Submission of Documents post approval of Amalgamation(BSE)

SCHEME OF AMALGAMATION OF HI-LIFE FABRICATORS PRIVATE LIMITED WITH MIRZA INTERNATIONAL LIMITED

Approval of scheme of Amalgamation between Hi-Life Fabricators Private Limited and Mirza International Limited

Revised Scheme of Amalgamation between the Hi-Life Fabricators Private Limited with Mirza International Limited

Submission of Draft Scheme of Arrangement between the Hi-Life Fabricators Private Limited (“HI-Life”) with Mirza International Limited (“The Company”)

Intimation under regulation 30 of SEBI (lodr) regulations, 2015

INVESTORS

CORPORATE GOVERNANCE

Corporate Governance

REPORT ON CORPORATE GOVERNANCE

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

2. Board of Directors

(a) Composition and Category of Board of Directors

(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:

(c) Number of Board Meetings

(d) Familiarisation Programme of Independent Directors

3. COMMITTEES OF THE BOARD

(a) Audit Committee

(b) Nomination and Remuneration Committee:

Performance evaluation criteria for Independent Directors-

(c) Stakeholders Relationship Committee :

4. REMUNERATION OF DIRECTORS

(a) Non-Executive Directors

5. GENERAL BODY MEETINGS

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

Details of Resolutions passed through Postal Ballot Process:

6. MEANS OF COMMUNICATION

(a) Publications of Quarterly Results

7. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Financial Calendar (2019-20) (tentative)

Market Price Data

Registrar and Share Transfer Agent

Share Transfer System

Distribution Schedule as on March 31, 2019

Shareholding Pattern as on March 31, 2019:

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

Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

Works Locations of the Company

Address for Correspondence:

CEO & CFO Certification

Disclosures

8.Details of Shareholders Suspense Account

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

Place: Kanpur

Date: May 30, 2019

For Mirza International Limited

Rashid Ahmed Mirza

Chariman & Managing Director

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

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

Place: Kanpur

Date: May 30, 2019

For Mirza International Limited

Rashid Ahmed Mirza

Chariman & Managing Director

V. T. Cherian

Chief Financial Officer

COMPLIANCE CERTIFICATE

The Board of Director of Mirza International Limited

Place: Kanpur

Date: May 30, 2019

For K.N. SHRIDHAR & ASSOCIATES

(K. N. SHRIDHAR) FCS

PROPRIETOR

FCS No.:3882

C.P.: 2612

REPORT ON CORPORATE GOVERNANCE

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

2. Board of Directors

(a) Composition and Category of Board of Directors

(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:

(c) Number of Board Meetings

(d) Familiarisation Programme of Independent Directors

3. COMMITTEES OF THE BOARD

(a) Audit Committee

(b) Nomination and Remuneration Committee:

4. REMUNERATION OF DIRECTORS

(a) Non-Executive Directors

(b) Executive Directors

5. GENERAL BODY MEETINGS

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

Details of Resolutions passed through Postal Ballot Process:

6. MEANS OF COMMUNICATION

The Board of Director of
Mirza International Limited