INVESTORS

CORPORATE GOVERNANCE

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Directors present the Report on Corporate Governance of the Company as follows:

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

Mirza International limited defines Corporate Governance as an ethically driven business process that is committed to values aimed at enhancing an organisation’s brand and reputation. The Company has a strong legacy of fair, transparent and ethical governance practices and it believes that good Corporate Governance is essential for achieving long-term corporate goals and enhancing stakeholders’ value. Good corporate governance is a synonym for sound management, transparency and disclosure, encompassing good corporate practices, procedures, standards and implicit rules which propel a company to take sound decisions, thus maximising long term shareholder value without compromising on integrity, societal obligations, environment and regulatory compliances.

In order to keep up the highest level of standards, the Company reviews its Corporate Governance practices periodically against the backdrop of the latest developments in the corporate arena, thereby endeavouring to confirm to the highest standards of Corporate Governance practices. The Company firmly believes in being transparent in all the areas of its operations and also to all the stakeholders. This is practiced through open working methods, emphasis on continuous communication, timely and complete disclosures and being transparent about its entire gamut of activities.

The Board of Directors is responsible for and committed to sound principles of Corporate Governance in the Company. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board. We are continuously nurturing and strengthening this framework through concerted and collective efforts of our people, under the guidance of our leadership team. Through this robust Corporate Governance mechanism that interlinks values, ethics and positive culture, the Company aims to achieve long-term sustainability.

2. Board of Directors

(a) Composition and Category of Board of Directors

The Company is managed and controlled by professional Board comprising of blend of Executive and Non-executive Directors with considerable professional expertise and experience which provides leadership and guidance to the management thereby enhancing Stakeholders’ value. As on 31st March, 2020, the Board of Directors of Company comprises of twelve Directors out of which six are Executive Directors and six are Non-Executive Independent Directors including one Woman Director. The composition of Board is in conformity with the provisions of Companies Act, 2013 (“Act”) and Regulation 17 of Listing Regulations which are as follows:

Category Name of Directors
Executive Directors Mr. Rashid Ahmed Mirza
Mr. Shahid Ahmad Mirza
Mr. Shahid Ahmad Mirza
Mr. Tauseef Ahmad Mirza
Mr. Tasneef Ahmad Mirza
Mr. Shuja Mirza
Mr. Narendra Prasad Upadhyaya
Non-Executive Independent Directors CA Sudhindra Kumar Jain
Mr. Qazi Salam Noorus
Mr. Pashupati Nath Kapoor*
Mrs. Vinita Kejriwal*
CA Saumya Srivastava#
Mr. Sanjay Bhalla#
Mr. Subhash Sapra&
Dr. Yashvir Singh
CA Sanjiv Gupta^

*Mr. Pashupati Nath Kapoor and Mrs. Vinita Kejriwal ceased to be Directors w.e.f. 19th September, 2019.

#CA Saumya Srivastava and Mr. Sanjay Bhalla were appointed as Non-Executive Independent Directors w.e.f. 9th August, 2019.

&Mr. Subhash Sapra ceased to be Director w.e.f. 12th November, 2019.

^CA Sanjiv Gupta appointed as Non-Executive Independent Directors w.e.f. 12th November, 2019.

As on 31st March 2020, none of the Directors on the Company’s Board was a Director in more than ten Public Companies (including seven Listed Companies), neither a Chairman of more than five Committees nor a member of more than ten Committees in all the public companies in which they are Directors. Further, all the Directors have made necessary disclosures regarding their Directorship and Chairmanship/Committee Membership in other Companies as per the requirement of Listing Regulations, Act and other applicable provisions, if any.

No Director is related to other Director on the Board except Mr. Rashid Ahmed Mirza, Managing Director of the Company, Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza and Mr. Tasneef Ahmad Mirza, Whole Time Directors of the Company (Brothers) and Mr. Shuja Mirza, Whole Time Director of the Company (Son of Mr. Rashid Ahmed Mirza).

The Appointment/re-appointment of the Managing Director, Whole Time Directors and Non-Executive Directors including the tenure of their appointment/re-appointment and terms of their remuneration, are approved by the members at their General Meetings or through the process of Postal Ballot.

(b) Number of Board Meetings

Four Board Meetings were held during the Financial Year 2019-2020 and the maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The dates, on which the Board meetings were held, are as follows:

30th May, 2019, 9th August, 2019, 12th November, 2019 and 12th February, 2020.

The Agenda, along with the supporting documents, explanatory notes and information, as enumerated under Listing Regulations, are made available to the Board along with the notice of respective meetings in advance in order to enable them to make value addition and discharge their duties diligently during the meetings. The Board periodically reviews compliance reports of all laws applicable to the Company. The Company undertakes steps to rectify instances of non-compliance, if any.

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

The names and categories of the Directors on the Board, along with their attendance at the Board Meetings held during the year ended 31st March 2020, and at the last Annual General Meeting, and the number of other Directorships and Chairmanships/Memberships of Committees held by them, are given below:

Name of Directors No. of Board Meetings attended during the year Whether attended the Last AGM Number of Directorships and Committee Memberships /Chairmanships in other Companies as on 31/03/2020
Directorships Committee Memberships Committee Chairmanships
Executive Directors
Mr. Rashid Ahmed Mirza (Managing Director, Promoter) 3 No - - -
Mr. Shahid Ahmad Mirza (Whole Time Director, Promoter) 4 Yes - - -
Mr. Tauseef Ahmad Mirza (Whole Time Director, Promoter) 4 No - - -
Mr. Tasneef Ahmad Mirza (Whole Time Director, Promoter) 4 Yes 1 - -
Mr. Narendra Prasad Upadhayaya (Whole Time Director) 3 Yes - - -
Mr. Shuja Mirza (Whole Time Director, Promoter Group) 3 Yes - - -
Non-Executive Directors
CA. Sudhindra Kumar Jain (Independent Director) 4 Yes - - -
Mr. Qazi Salam Noorus (Independent Director) 3 Yes - - -
Dr. Yashvir Singh (Independent Director) 4 No - - -
CA Saumya Srivastava* (Independent Director) 2 Yes - - -
Mr. Sanjay Bhalla* (Independent Director) 2 No - - -
CA Sanjiv Gupta# (Independent Director) 1 No - - -
Mr. Subhash Sapra& (Independent Director) 2 Yes - - -
Mr. Pashupati Nath Kapoor^ (Independent Director) 1 NA - - -
Mrs. Vinita Kejriwal^ (Independent Director) 0 NA - - -

*Appointed w.e.f. 9th August, 2019.

#Appointed w.e.f. 12th November, 2019.

&Resigned w.e.f. 12th November, 2019.

^Ceased to be Directors w.e.f 19th September, 2019.

Notes:

1. Non-Executive Directors do not hold any share in the Company as on 31st March, 2020 and the Company has not issued any convertible instruments.

2. This includes Directorship in public limited companies (including subsidiaries of public limited companies) and excludes Directorship in this Company, associations, private, foreign and Section 8 companies.

3. Represents Chairmanships/Memberships of Audit Committee and Stakeholders Relationship (Shareholders’/Investors’ Grievance) Committee. This includes Chairmanships/Memberships in Public Limited Companies (including subsidiaries of public limited companies) and excludes Chairmanships/ Memberships in this Company, private, foreign and Section 8 companies.

(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. As per Regulation 25 (7) of Listing Regulations, the Company shall provide suitable training to the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and any other relevant information, if any. The details of such training imparted are also required to be disclosed in the Annual Report.

The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https://www.mirza.co.in/corporate-information.php.

(e) Core Skills/Expertise/Competencies of Directors

The existing Board of Directors of the Company comprises of appropriate skills/expertise/competencies in diversified domains for its effective functioning. Further, the Board has identified the skills/expertise/ competencies of each Director in accordance with their rich and varied experience across different sectors, in the following manner:

Area of Expertises Name of Directors
Mr. Rashid Ahmed Mirza Mr. Shahid Ahmad Mirza Mr. Tauseef Ahmad Mirza Mr. Tasneef Ahmad Mirza Mr. Shuja Mirza Mr. Narendra Prasad Upadhyaya CA Sudhindra Kumar Jain Mr. Qazi Salam Noorus Dr. Yashvir Singh CA Saumya Srivastava Mr. Sanjay Bhalla CA Sanjiv Gupta
Strategy - - - - - -
Business Administration & Management -
Corporate Governance
Manufacturing - - - - - - -
Sales & Marketing - - - - - - -
Community Services - - -
Business Development - - -
Finance & Legal - - - - -
Global Vision - - - - - - -

Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the 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 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.

During the Financial Year 2019-2020, Mr. Subhash Sapra has resigned from the office of Independent Director of the Company w.e.f. 12th November, 2019 due to his health issues and incapability in attending the Board Meetings. Mr. Pashupati Nath Kapoor and Ms. Vinita Kejriwal ceased to be Independent Directors of the Company subsequent upon their retirement due to completion of the tenure as Independent Directors w.e.f. 19th September, 2019.

3. COMMITTEES OF THE BOARD

The Company has constituted the following committees for the smooth functioning of the Board:

  • Audit Committee
  • Nomination and Remuneration Committee
  • Stakeholders Relationship Committee
  • Corporate Social Responsibility

The composition of all Board Committees is in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations.

The Company’s guidelines relating to Board Meeting are applicable to Committee Meetings. Each Committee has the authority to engage outside experts, advisers and counsels to the extent it considers appropriate to assist in its function. The minutes of proceedings of Committee Meetings are circulated to the respective committee members and placed before Board Meetings for discussion/noting.

Detail of the composition, number of meetings held during the year, attendance of members and scope of the committees are as below:

(a) Audit Committee
Composition

The Audit Committee of the Company comprises of four Non-Executive Independent Directors. Mr. Sudhindra Kumar Jain, a Chartered Accountant is the Chairman of the Committee. The composition of the Committee meets with the requirements of Section 177 of the Act read with Regulation 18 of the Listing Regulations. The representatives of Statutory Auditors, Executives from Accounts Department, Finance Department and Internal Audit Department are invited to the meetings of the Committee, as and when required. The Internal Auditor reports directly to the Committee. The Company Secretary acts as the secretary of the Committee.

Meeting and Attendance

During the Financial Year 2019-2020, four Meetings of the Audit Committee were held on 30th May, 2019, 9th August, 2019, 12th November, 2019 and 12th February, 2020. The Chairman of the Audit Committee attended the Annual General Meeting of the Company

The following table summarises attendance details of Audit Committee members during the year under review:

Name of Member Category Meetings Attended
Mr. Sudhindra Kumar Jain (Chairman)Non Executive, Independent Director 4
CA Saumya Srivastava# (Member) Non-Executive, Independent Director 2
CA Sanjiv Gupta& (Member) Non-Executive, Independent Director 1
Mr. Qazi Salam Noorus (Member) Non-Executive, Independent Director 3
Mr. Pashupati Nath Kapoor* (Member) Non-Executive, Independent Director 1
Mr. Subhash Sapra* (Member) Non-Executive, Independent Director 2

*Mr. Pashupati Nath Kapoor and Mr. Subhash Sapra ceased to be the member of the Committee subsequent to their retirement/resignation from the Board w.e.f. 19th September, 2020 and 12th November, 2020 respectively.

#CA Saumya Srivastava was appointed as Member of the Committee w.e.f. 9th August, 2019 subsequent to her appointment on the Board.

&CA Sanjiv Gupta was appointed as Member of the Committee w.e.f. 12th November, 2019 subsequent to his appointment on the Board.

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.

Scope of the Audit Committee

The Audit Committee, inter alia, supports the Board to ensure an effective internal control environment. The Committee discharges such duties and functions with powers generally indicated in Listing Regulations.

The scope of the Audit Committee is as follows:

Powers of Audit Committee
  1. To investigate any activity within its terms of reference.
  2. To seek information from any employee.
  3. To obtain outside legal or other professional advice.
  4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Terms of Reference
  • 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; and
    • 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 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;
  • Reviewing reports of internal audit and discussing with Internal Auditors on any significant findings of any internal investigations by the Internal Auditors and the executive management’s response on matters and follow-up thereon;
  • Reviewing reports of Cost audit, if any, and discussion with Cost Auditors on any significant findings by them;
  • 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;
  • Looking 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;
  • Reviewing 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;
  • Recommending to the Board, the appointment and fixation of remuneration of Cost Auditors, if applicable;
  • Evaluating Internal Financial Controls and Risk Management Systems and reviewing the Company’s financial and risk management policies;
  • Reviewing the Management Discussion and Analysis of financial condition and results of operations;
  • Reviewing the statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;
  • Reviewing the Management Letters / letters of internal control weaknesses issued by the Statutory Auditors;
  • Reviewing the Internal Audit Reports relating to internal control weaknesses
  • Reviewing compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, and verify that the systems for internal controls are adequate and are operating effectively; and
  • Reviewing the utilisation of loans and/or advances from/investment by the Company in its subsidiary companies exceeding ₹100 crore or 10% of the asset size of the subsidiary, whichever is lower.
  • Recommending to the Board, the appointment, removal and terms of remuneration of Chief Internal Auditor
  • Reviewing the statement of deviations as follows
    • 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:
Composition

The Nomination and Remuneration Committee of the Company comprises of four Non-Executive Independent Directors. Mr. Sudhindra Kumar Jain, a Chartered Accountant is the Chairman of the Committee. The composition of the Committee meets with the requirements of Section 178 of the Act read with Regulation 19 of the Listing Regulations. The Company Secretary of the Company acts as the secretary of the Committee.

Meeting and Attendance

During the Financial Year 2019-2020, four Meetings of the Nomination and Remuneration Committee were held on 30th May, 2019, 9th August, 2019, 12th November, 2019 and 12th February, 2020.

The following table summarises attendance details of Nomination and Remuneration Committee members during the year under review:

Name of Member Category Meetings Attended
CA Sudhindra Kumar Jain (Chairman) Non Executive, Independent Director 4
Mr. Qazi Salam Noorus (Member) Non Executive, Independent Director 3
Dr. Yashvir Singh (Member) Non Executive, Independent Director 4
CA. Saumya Srivastava# (Member) Non Executive, Independent Director 2
Mr. Pashupati Nath Kapoor* (Ex-Chairman) Non Executive, Independent Director 1

*Mr. Pashupati Nath Kapoor ceased to be the Chairman of the Committee subsequent to his retirement from the Board w.e.f. 19th September, 2020.

#CA Saumya Srivastava was appointed as Member of the Committee w.e.f. 9th August, 2019 subsequent to her appointment on the Board.

Terms of Reference

The Nomination and Remuneration Committee is empowered to review and recommend to the Board of Directors, appointment/re-appointment, remuneration and commission of the Directors and Senior Management of the Company with the guidelines laid down under the statute.

The terms of reference of the Committee inter alia, includes 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; and
  • Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Remuneration Policy of the Company is available on the website of the Company at the link: https://www.mirza.co.in/corporate-information.php.

Performance evaluation criteria for Independent Directors

Pursuant to the provisions of the Act and Listing Regulations, the Nomination and Remuneration Committee has laid down the Criteria for performance evaluation of the Board of Directors. The Board carries out the annual performance evaluation of its own performance, the Directors individually, Chairman as well as the evaluation of the working of its Nomination and Remuneration Committee. The performance of individual Directors including the chairman is evaluated on the parameters such as level of understanding and contribution, leadership skills, interpersonal skills, independence of judgment, safeguarding the interest of the Company and its shareholders etc. The performance evaluation of the Independent Directors is carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors is carried out by the Independent Directors and the Directors expressed their satisfaction with the evaluation process.

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, wherever required. The existing Remuneration Policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The Remuneration Policy is in consonance with the existing industry practice:

(a) Non-Executive Directors

Non Executive Directors/ Independent Directors are paid sitting fees for attending the meetings of Board of Directors within the prescribed limits. The table below provides the details of the sitting fees paid to the Non-Executive Directors during the FY 2019-2020:

(Amount in ₹)
S. No Name of the Non executive Director Sitting fees*
1 CA Sudhindra Kumar Jain 40000.00
2 Mr. Qazi Salam Noorus 40000.00
3 Mr. Pashupati Nath Kapoor# 10000.00
4 Ms. Vinita Kejriwal# NIL**
5 CA Saumya Srivastava^ 20000.00
6 Mr. Sanjay Bhalla^ 20000.00
7 Mr. Subhash Sapra& 20000.00
8 Dr. Yashvir Singh 40000.00
9 CA Sanjiv Gupta$ 20000.00

*Sitting Fees include fees for attending a separate meeting of Independent Directors held on 21st March, 2020.

#ceased to be a Director w.e.f. 19th September, 2020.

&ceased to be a Director w.e.f. 12th November, 2019.

^Appointed as Directors w.e.f. 9th August, 2019.

$Appointed as Director w.e.f. 12th November, 20219.

**sup> Fee of Rs. 9000/- (Net of TDS) paid to Ms. Vinita Kejriwal for the meeting dated 30th May, 2019 returned unpaid on 1st September, 2019 due to non-clearance.

The Company has not issued any stock option to its Directors/Employees.

(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, to the Board for their approval.

The table below provides the details of the remuneration paid to the Executive Directors during the FY 2019-2020:

(Amount in ₹)
Name of Directors Designation Perquisites (Rs.) Salary (Rs.) Total Remuneration (Rs.)
Mr. Irshad Mirza* Chairman(Executive) 2755483 _ 2755483
Mr. Rashid Ahmed Mirza Managing Director 707259 24000000 24707259
Mr. Shahid Ahmad Mirza Whole Time Director 314562 20400000 20714562
Mr. Tauseef Ahmad Mirza Whole Time Director 855083 22800000 23655083
Mr. Tasneef Ahmad Mirza Whole Time Director 72866 20400000 20472866
Mr. Narendra Prasad Upadhyaya Whole Time Director 58470 4260000 4318470
Mr. Shuja Mirza Whole Time Director 73786 15000000 15073786
TOTAL 4837509 106860000 111697509

*Mr. Irshad Mirza ceased to be the Director w.e.f. 30th May, 2020

Directors with materially significant, pecuniary or business relationship with the Company

The transactions with related parties are furnished in note no. 30 of Financial Statements, as stipulated under Accounting Standard (Ind AS) 24. Apart from related party transactions furnished in note no. 30, there are no transactions of material nature with Directors or their relatives and others, which may have potential conflict with the Company’s interest. The Register of Contracts required to be maintained under Section 189(1) and Rule 16(1) of the Act, containing the details of the contracts, in which the Directors are concerned or interested, is placed at the meeting of the Board of Directors for their approval and noting, on a periodical basis.

During the year, no pecuniary or business relationship existed between the Non-executive and Independent Directors and the Company

With the applicability of the Act and Listing Regulations, transactions attracting provisions of Section 188 which are in ordinary course of business and are at arm’s length have been entered into after being reviewed, scrutinized and approved by the Audit Committee and with approval of the Board. No transactions which are not in ordinary course of business and are not at arm’s length have been entered into with any related party.

The Company entered into Related Party Transaction with Euro Footwear Private Limited and Mirza (UK) Limited (related parties), which exceeded the limit prescribed under the provisions of Listing Regulations and was considered material in accordance with the policy of the Company on materiality of related party transactions. The aforesaid transaction were approved by Shareholders of the Company in the fortieth Annual General Meeting held on 19th September, 2020, by way of an ordinary resolution.

The Related Party Transactions Policy of the Company is available on the website of the Company at the link: https://www.mirza.co.in/corporate-information.php.

(c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of four Members, out of which three members are Non-Executive Independent Directors and one is Executive Director. Mr. Qazi Salam Noorus is the Chairman of the Committee. The composition of the Committee meets with the requirements of Section 178 of the Act read with Regulation 20 of the Listing Regulations. The Company Secretary of the Company acts as the secretary of the Committee.

Meeting and Attendance

During the Financial Year 2019-2020, four Meetings of the Stakeholders Relationship Committee were held on 30th May, 2019, 9th August, 2019, 12th November, 2019 and 12th February, 2020

The following table summarises attendance details of Nomination and Remuneration Committee members during the year under review:

Name of Member Category Meeting Attended
Mr. Qazi Salam Noorus (Chairman) Non Executive, Independent Director 4
Mr. Sanjay Bhalla# (Member) Non Executive, Independent Director 2
Mr. Tasneef Ahmad Mirza (Member) Executive Director, Promoter 4
CA. Sudhindra Kumar Jain (Member)Non Executive, Independent Director 4
Mr. Pashupati Nath Kapoor* (Ex-Chairman) Non Executive, Independent Director 1

*Mr. Pashupati Nath Kapoor ceased to be the Chairman of the Committee subsequent to his retirement as Director from the Board w.e.f. 19th September, 2020.

#Mr. Sanjay Bhalla was appointed as the Member of the Committee w.e.f. 9th August, 2019 subsequent to his appointment on the Board.

Scope of Stakeholders Relationship Committee

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;
  • Reviewing the measures taken for effective exercise of voting rights by shareholders;
  • Reviewing the adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent; and
  • Reviewing 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 55 complaints all of which were resolved to the satisfaction of the shareholders

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company comprises of three members, out of which two are Executive Directors and one being the Non-Executive Independent Director. Mr. Rashid Ahmed Mirza is the Chairman of the Committee. The composition of the Committee meets with the requirements of Section 135 of the Act. The Company Secretary acts as the secretary of the Committee.

Scope of the Corporate Social Responsibility Committee

The Committee oversees the activities/functioning in identifying the area of Corporate Social Responsibility activities as specified in the Corporate Social Responsibility Policy of the Company in accordance with Schedule VII of the Act and execution of initiative as per pre-defined guidelines. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at the link: https://www.mirza.co.in/corporate-information.php.

OTHER MEETING

Independent Directors Meeting

During the year under review, the Independent Directors met on 21st March, 2020, inter alia, to discuss:

  • Evaluation of the performance of Non-Independent Directors;
  • Evaluation of the Board of Directors as a whole;
  • Evaluation of the performance of the Chairman of the Company, taking into account the view of the Executive and Non-executive Directors; and
  • The quality, quantity and timelines of flow of information between the Company’s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

5. GENERAL BODY MEETINGS

The last three Annual General Meetings were held as under:

Financial Year Date Venue Time
2016-17 28.09.2017 Auditorium of Council for Leather Exports, HBTI Campus, Nawabganj, Kanpur-208002 01:00 P.M
2017-18 26.09.2018 Auditorium of Directorate of Extension, Chandra Shekhar Azad (CSA) University of Agriculture and Technology, Nawabganj, Kanpur-208002 01:00 P.M
2018-19 19.09.2019 Auditorium of Directorate of Extension, Chandra Shekhar Azad (CSA) University of Agriculture and Technology, Nawabganj, Kanpur-208002 01:00 P.M.
Details of Special Resolutions passed in the last three Annual General Meetings is given hereunder:
Date of Annual General Meeting No. of Special Resolutions passed Particulars
28th September, 2017 8 1. Re-appointment of Mr. Irshad Mirza as Chairman of the Company for the period of 3 years w.e.f. 1st October, 2017

2. Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company for a period of 3 years w.e.f. 1st October, 2017

3. Re-appointment of Mr. Shahid Ahmad Mirza as Whole Time Director of the Company for the period of 3 years w.e.f. 1st October, 2017

4. Re-appointment of Mr. Tauseef Ahmad Mirza as Whole Time Director of the Company for the period of 3 years w.e.f. 1st October, 2017

5. Re-appointment of Mr. Tasneef Ahmad Mirza as Whole Time Director of the Company for the period of 3 years w.e.f. 1st October, 2017

6. Re-appointment of Mr. Narendra Prasad Upadhyaya as Whole Time Director of the Company for the period of 3 years w.e.f. 1st October, 2017

7. Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 1st October, 2017

8. Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 1st October, 2017
26th September, 2018 0 No Special Resolution was passed in the Annual General Meeting held on 26th September, 2018
19th September, 2019 11 1. Re-appointment of Dr. Yashvir Singh (DIN: 00049360) as an Independent Director

2. Re-appointment of Mr. Qazi Salam Noorus (DIN: 00051645) as an Independent Director

3. Re-appointment of CA Sudhindra Kumar Jain (DIN: 00189602) as an Independent Director

4. Re-appointment of Mr. Subhash Sapra (DIN: 00049243) as an Independent Director

5. Appointment of Mr. Shuja Mirza (DIN: 01453110) as Whole-time Director

6. Approval for increase in the Borrowing Power of the Company

7. Approval for creation of mortgages and /or charges in addition to the existing mortgage(s) / charge(s) created by the Company

8. Consent for continuation of directorship of Mr. Narendra Prasad Upadhyaya (DIN:00049196) as Whole Time Director

9. Consent for continuation of directorship of Mr. Qazi Salam Noorus (DIN: 00051645) as Non-Executive Director

10. Consent for continuation of directorship of Mr. Subhash Sapra (DIN: 00049243) as Non- Executive Director

11. Consent for continuation of directorship of Mr. Pashupati Nath Kapoor (DIN: 00058126) as Non- Executive Director
Extra Ordinary General Meeting

During the financial year 2019-20, no Extra Ordinary General Meeting was held.

Postal Ballot

During the Financial Year 2019-20, the Company did not pass any resolution through Postal Ballot process. As on the date of this Report, no special resolution is proposed to be passed through postal ballot.

6. MEANS OF COMMUNICATION

(a) Publications of Quarterly Results

The Quarterly, Half Yearly and Annual Results are submitted to the Stock Exchange(s) in accordance with the Listing Regulations. Further, the quarterly/half yearly/annual results in the prescribed format, are published within 48 hours in any prominent daily newspaper, such as Business Standard (English and Hindi). All vital information of the Company’s performance, including Financial Results, Annual Reports of the last three years and Shareholding Pattern have been posted on the Company’s website i.e. www.mirza.co.in.

(b) Websites

The Company’s website www.mirza.co.in contains a separate dedicated section ‘Investor Relations’ where shareholders’ information is available. The Company’s Annual Report is also available in a user-friendly and downloadable form.

(c) News Releases, Presentations, among others

Official news releases and official media releases etc. are displayed on the Company’s website i.e. www.mirza.co.in

(d) Presentation

The Company makes financial presentations to institutional investors, mutual funds and others who have invested or intends to invest in the Company’s share capital and such presentations are available on the website of the Company.

(e) Annual Report

The Annual Report containing, inter alia, Audited Financial Statements, Directors’ Report, Auditors’ Report, Business Responsibility Report, if applicable, and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website i.e. www.mirza.co.in.

(f) Stock Exchanges

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 Securities and Exchange Board of India.

(g) NSE Electronic Application Processing System (NEAPS

The NEAPS is web based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, results and other requirement of Listing Regulations, media releases, among others are filed electronically on NEAPS, by the Company.

(h) 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, results, media releases, among others are also filed electronically on the Listing Centre by the Company

(i) 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.

(j) 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.

(k) Designated Exclusive E-mail Id:

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

priyanka.pahuja@redtapeindia.com

shivakumar.n@karvy.com

7. GENERAL SHAREHOLDER INFORMATION

Company Registration details

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

Registered Office

14/6, Civil lines, Kanpur-208001

Corporate Office

A-7, Mohan Cooperative Industrial Estate, New Delhi-110044

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)
Company Secretary & Compliance Officer

Ms. Priyanka Pahuja

Annual General Meeting

The forty first Annual General Meeting of the Company is scheduled to be on Friday, 18th December, 2020 at Auditorium of Directorate of Extension, Chandra Shekhar Azad (CSA) University of Agriculture and Technology, Nawabganj, Kanpur-208002 at 11:00 A.M.

Financial Calendar

The Company follows April to March as its Financial Year. The results for every quarter, beginning from April, will be declared within 45 days of the end of quarter, except for the last quarter, which will be submitted, along with the annual audited results within 60 days of the end of the last quarter, as permitted under the Listing Regulations.

Listing on Stock Exchanges

The Stock Exchanges, at which the Company’s equity shares are listed, and the respective stock codes are:

National Stock Exchange of India Limited (NSE): MIRZAINT
Exchange Plaza,
5th Floor, Plot No. C/1, G Block,
Bandra-Kurla Complex, Mumbai – 400 051,
Maharashtra, India

BSE Limited (BSE): 526642
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001,
Maharashtra, India

International Securities Identification Number (ISIN) of the Company’s equity shares, having face value of ₹ 2 each, is INE771A01026.

Listing fees for the Financial Year 2020-21 have been paid to the Stock Exchanges.

Registrar and Share Transfer Agent

M/s. KFin Technologies Private Limited is the Registrar and Share Transfer Agent (RTA) of the Company. The contact details of the RTA are:
KFin Technologies Private Limited
Selenium Tower B, Plot no. 31-32
Gachibowli Financial District,
Nanakaramguda, Hyderabad-500 032
Tel: + 91-40-67162222
Fax: + 91-040-23001153
E-mail: einward.ris@kfintech.com

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 and Share Transfer Agent i.e. KFin Technologies Private Limited, Hyderabad within 10 to 12 working days from the date of receipt, provided the documents are complete in all respects. The Directors and certain officials of the Company are authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings.

Market Price Data

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

National Stock Exchange NIFTY INDEX
Month High Low High Low
April' 19 60.60 54.00 11856.15 11549.10
May' 19 63.95 49.55 12041.15 11108.30
June' 19 68.90 54.05 12103.05 11625.10
July' 19 68.80 58.00 11981.75 10999.40
August' 19 64.50 52.95 11181.45 10637.15
September' 19 67.80 52.10 11694.85 10670.25
October' 19 64.90 52.75 11945.00 11090.15
November' 19 63.70 55.05 12158.80 11802.65
December' 19 60.70 53.10 12293.90 11832.30
January' 20 72.00 55.10 12430.50 11929.60
February' 20 65.40 51.60 12246.70 11175.05
March' 20 57.25 27.25 11433.00 7511.10

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

Bombay Stock Exchange BSE Sensex
Month High Low High Low
April' 19 60.25 54.05 39487.45 38460.25
May' 19 63.60 49.70 40124.96 36956.10
June' 19 68.75 53.60 40312.07 38870.96
July' 19 68.70 57.95 40032.41 37128.26
August' 19 66.00 53.00 37807.55 36102.35
September' 19 67.65 52.10 39441.12 35987.80
October' 19 64.45 51.50 40392.22 37415.83
November' 19 63.60 55.10 41163.79 40014.23
December' 19 61.00 53.30 41809.96 40135.37
January' 20 71.80 55.25 42273.87 40476.55
February' 20 65.30 54.30 41709.30 38219.97
March' 20 57.20 27.35 39083.17 25638.90
Distribution Schedule as on 31st March, 2020
Category No. of Cases % of Cases Amount % Amount
1-5000 40687 96.47 24365110.002 10.13
5001- 10000 793 1.88 5826490.00 2.42
10001 - 20000 340 0.81 4957004.00 2.06
20001 - 30000 125 0.30 3032334.00 1.26
30001 - 40000 79 0.19 2833330.00 1.18
40001 - 50000 25 0.06 1149212.00 0.48
50001 - 100000 69 0.16 4879212.00 2.03
100001 & above 58 0.14 193569308.00 80.45
Total 42176 100.00 240612000.00 100
Category of Shareholders as on 31st March, 2020
Category Cases Shares % of holding
Mutual Funds 3 33100 0.03
Trusts 1 500 0.00
Resident Individuals 40127 26754350 22.24
Promoters 14 84724473 70.42
Non Resident Indians 547 1413194 1.17
Clearing Members 80 170019 0.14
Indian Financial Institutions 1 90180 0.07
Foreign Portfolio Investors 2 77308 0.06
Banks 3 42505 0.04
Non Resident Indian Non Repatriable 212 1484598 1.23
Bodies Corporates 287 4301459 3.58
NBFC 1 7000 0.01
I E P F 1 395859 0.33
H U F 897 811455 0.67
Total 42176 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 31st March, 2020 is given below:

Particulars No. of shares Percentage
Physical Segment 520095 0.43
Demat Segment
NSDL 107346455 89.23
CDSL 12439450 10.34
Total 120306000 100
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 31st March, 2020.

Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

Company use Forward Contracts for hedging the risk.

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, 2019 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 0 0 0 0
Number of shares transferred to IEPF Authority during the year 50 7453 18 21000
Aggregate No of shareholders and the Outstanding Shares in the Suspense Account lying as March 31, 20 0 0 13 26000

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

Credit Ratings

The Company has obtained the following credit ratings during the financial year:

S.No. Name of rating Agency Instrument Type Rating Revision, if any
1. CRISIL Limited Fund based-Long Term A-/ Stable Rating reaffirmed and Outlook revised from “Negative” to “Stable”
Fund based-Short Term A2+ Rating reaffirmed
2. ICRA Limited Fund based-Long Term A- Rating reaffirmed and Outlook revised from “Stable” to “Negative”
Fund based-Working Capital facilities A- Rating reaffirmed and Outlook revised from “Stable” to “Negative”
Non-fund based- Working Capital Facilities A2+ Rating reaffirmed

DISCLOSURES

Strictures/Penalties

No strictures/penalties were imposed on the Company by Stock Exchanges or SEBI or any statutory authority, or any matter related to capital markets during the last three years.

Proceeds from Public Issues, Right Issues, Preferential Issues

During the Financial Year 2019-20, the Company did not raise capital through public, rights and/or preferential issue.

Subsidiary Companies

During the year under review, the Company has no material subsidiaries.

Vigil Mechanism (Whistle Blower) Policy

The Company has put in place a mechanism for reporting illegal, unethical behaviour, malpractice, impropriety, abuse, insider trading or wrongdoing. The Company has a Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The email Id where employees can post their complaints / observations is “cherian@redtapeindia.com”. During the year under review, no employee was denied access to Audit Committee.

Adoption of Mandatory and Non – Mandatory Requirements of Listing Regulations

The Company has complied with all mandatory requirements of Listing Regulations. The Company has adopted following non-mandatory requirements of the Listing Regulations:

Audit Qualification

The Company is in the regime of Unqualified Financial Statements

Reporting of Internal Auditor

The Internal Auditor directly reports to the Audit Committee

Certificate from a Company Secretary in Practice

The certificate from a Company Secretary in Practice, stating that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority, is enclosed to this Report.

Deviations, if any, of mandatory recommendations by the Committees to the Board of Directors

During the year, there was no instance wherein the Board of Directors of the Company did not accept any recommendation of the Committees.

Details of total fees paid to Statutory Auditor

The details of total fees for all services paid by the Company for the Financial Year 2019-20, to the Statutory Auditor and all entities in the network firm / network entity of which the Statutory Auditor is a part, are as follows

(Amount in ₹)
S.No. Nature of Services Amount
1. Statutory Audit Fee 1619700
Total 1619700
Sexual Harassment of Women at Workplace

The disclosures in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are mentioned in the Directors’ Report which form part of this Annual Report

CEO AND CFO CERTIFICATION

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Chairman and Managing Director and Chief Financial Officer of the Company, was placed before the Board, and the same is enclosed to this Report and forms part of the Annual Report.

CERTIFICATION BY SECRETARIAL AUDITORS

As required under Listing Regulations, M/s. K.N. Shridhar & Associates, Company Secretaries, the Company’s Secretarial Auditors, have verified the compliances of the Corporate Governance by the Company. We have obtained a Certificate affirming the compliance from M/s. K.N. Shridhar & Associates, Company Secretaries, and the same is enclosed to this Report and forms a part of the Annual Report.

Declaration by Chairman and Managing Director under Listing Regulations regarding adherence to the Code of Conduct

In accordance with Listing Regulations, I hereby confirm that all the Directors and the Senior Management Personnel have affirmed compliance with their respective Code of Conduct, as applicable to them, for the year ended 31st March 2020.

Place: Dubai
Date: 10th November,2020
For Mirza International Limited
Mr. Rashid Ahmed Mirza
Chairman and Managing Director

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To
The Members of
Mirza International Limited
14/6, CIVIL LINES,
KANPUR- 208001

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Mirza International Limited having CIN: L19129UP1979PLC004821 and having registered office at 14/6, Civil Lines, Kanpur-208001 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

S.No. Name of Director DIN Date of appointment
1. Mr. Rashid Ahmed Mirza 00049009 05/09/1979
2. Mr. Shahid Ahmad Mirza 00048990 06/09/1979
3. Mr. Tauseef Ahmad Mirza 00049037 06/09/1989
4. Mr. Tasneef Ahmad Mirza 00049066 01/01/1997
5. Mr. Shuja Mirza 01453110 01/06/2019
6. Mr. Narendra Prasad Upadhyaya 00049196 01/04/1997
7. Mr. Qazi Salam Noorus 00051645 08/07/1994
8. Dr. Yashvir Singh 00049360 08/07/1994
9. Mr. Sudhindra Kumar Jain 00189602 30/07/2008
10. Mr. Sanjiv Gupta 02240256 12/11/2019
11. Ms. Saumya Srivastava 08206547 09/08/2019
12. Mr. Sanjay Bhalla 00699901 09/08/2019

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: Kanpur
Date: 27th October, 2020
For K.N. Shridhar & Associates
Company Secretaries
K.N. Shridhar
FCS- 3882
C.P.-2612
UDIN-F003882B001075612

CEO/CFO CERTIFICATION

To
The Board of Directors
We hereby certify that

  1. We have reviewed financial statements and cash flow statement of Mirza International Limited (‘the Company’) for the quarter and year ended 31st March 2020 and that to the best of our knowledge and belief:
    1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
    2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
  2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the above said period which are fraudulent, illegal or violative of the Company’s Code of Conduct.
  3. We accept the responsibility of establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
  4. We have indicated to the Auditors and the Audit Committee:
    1. significant changes in internal control over financial reporting during the above said period;
    2. significant changes in accounting policies during the above said period and that the same have been disclosed in the notes to the financial statements; and
    3. instances of significant fraud, of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.
Rashid Ahmed Mirza
Chairman and Managing Director
Place: Dubai
Date: 10th November, 2020
V.T. Cherian

Chief Financial Officer

Place: New Delhi

CERTIFICATE ON CORPORATE GOVERNANCE

To
The Members of
Mirza International Limited

1. We have examined the compliance of the conditions of corporate governance by Mirza International Limited (“the Company”) for the year ended 31st March, 2020 as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C and D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”).

Management’s Responsibility

2. The compliance of conditions of corporate governance is the responsibility of the management of the Company. This responsibility includes the designing, implementing and operating effectiveness of internal control to ensure compliance with the conditions of Corporate Governance as stipulated in the Listing Regulations.

Our Responsibility

3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

4. We have examined the relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

Opinion

5. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of the Listing Regulations during the year ended 31st March, 2020

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

Place: Kanpur
Date: 27th October, 2020
For K.N. Shridhar & Associates
Company Secretaries
K.N. Shridhar
FCS No.- 3882
COP No.- 2612
UDIN-F003882B001075581

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.

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 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

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

(a) Non-Executive Directors

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

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

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

* The Company has not issued any stock option

(b) Executive Directors

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

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

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.
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

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

(b) Websites

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

(c) Stock Exchange

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

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

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

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

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

(f) SEBI Complaints Redress System (SCORES)

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

(g) Reminders to Investors

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

(h) Designated Exclusive E-mail Id:

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

1) ankit.mishra@redtapeindia.com

2) shivakumar.n@karvy.com

(b) Websites

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

(c) Stock Exchange

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

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

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

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

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

(f) SEBI Complaints Redress System (SCORES)

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

(g) Reminders to Investors

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

(h) Designated Exclusive E-mail Id:

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

1) ankit.mishra@redtapeindia.com

2) shivakumar.n@karvy.com

7. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Date: 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

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

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
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 31/03/2018
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.

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

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

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

(c) Number of Board Meetings

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

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

(d) Familiarisation Programme of Independent Directors

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

3. COMMITTEES OF THE BOARD

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

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

(a) Audit Committee

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

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

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

\
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

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

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

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

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

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

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

Performance evaluation criteria for Independent Directors -

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

Areas of Evaluation

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

(c) Stakeholders Relationship Committee :

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

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

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.

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

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

4. REMUNERATION OF DIRECTORS

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

(a) Non-Executive Directors

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

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

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

* The Company has not issued any stock option

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

(b) Executive Directors

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

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

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.
Details of Resolutions passed through Postal Ballot Process:

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

6. MEANS OF COMMUNICATION

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

(a) Publications of Quarterly Results

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

(b) Websites

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

(c) Stock Exchange

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

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

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

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

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

(f) SEBI Complaints Redress System (SCORES)

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

(g) Reminders to Investors

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

(h) Designated Exclusive E-mail Id:

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

1) ankit.mishra@redtapeindia.com

2) shivakumar.n@karvy.com

7. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Date:26.09.2018

Time: 01:00 P.M

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

Financial Calendar (2018-19) (tentative)
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.

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

DISTRIBUTION SCHEDULE AS ON MARCH 31, 2018:
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

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

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

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

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

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Company use Forward Contracts for hedging the risk.

WORK LOCATIONS OF THE COMPANY
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
  • 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:

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

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

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

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

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

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

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

3. COMMITTEES OF THE BOARD

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

(a) AUDIT COMMITTEE

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

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

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

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

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

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

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

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

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.

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

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

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

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

A. NON EXECUTIVE DIRECTORS

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

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

B. EXECUTIVE DIRECTORS

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

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

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.
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 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, 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.

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

2. BOARD OF DIRECTORS

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

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

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

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

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.

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

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

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

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

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

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

3. COMMITTEES OF THE BOARD

(a) AUDIT COMMITTEE

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

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

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

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

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

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

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

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

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.

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

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

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

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

A. NON EXECUTIVE DIRECTORS

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

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

B. EXECUTIVE DIRECTORS

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

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 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 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:

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 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 :

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

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

DISTRIBUTION SCHEDULE AS ON 31ST MARCH 2016:
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.

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, 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

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)
Quarter Date of Board Meeting
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

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

Download Annexure

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
10th November, 2020
September 14, 2020
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

Notice of Board Meeting 12.02.2021

Notice-of-Board-Meeting-10-11-2020

Notice of Board Meeting 10.11.2020

Notice-of-Board-Meeting-10-11-2020

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.

Ms. Priyanka Pahuja, 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. Sanjay Bhalla Non-Executive-Independent Director
CA Sanjiv Gupta Non-Executive 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.

Ms. Priyanka Pahuja, Company Secretary & Compliance Officer of the company acts as a Secretary to the Committees of the Board.

Mr. Sanjay Bhalla Chairperson-Non-Executive-Independent Director
Mr. Tasneef Ahmad Mirza Executive Director
CA Sudhindra Kumar Jain Non-Executive-Independent Director
CA Sanjiv Gupta 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.

Ms. Priyanka Pahuja, 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. Sanjay Bhalla 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

MIL- CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS

[Pursuant to Regulation 9(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]

Introduction

The Securities and Exchange Board of India (“SEBI”), in its endeavour to protect the interests of investors in general, has formulated the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations") under the powers conferred on it under the SEBI Act, 1992 (the "Act"). The PIT Regulations have come into force from 15th May, 2015 and have further been amended, from time to time. The PIT Regulations are applicable to all companies whose securities are listed or are proposed to be listed on Indian stock exchanges. Pursuant to Regulation 9(1) of the PIT Regulations, the Company is required to formulate a code of conduct to regulate, monitor and report trading by Designated Persons ("Code").

Objective of the Code

Trading in the securities of a listed company by any person, based on unpublished price sensitive information relating to such a company is prohibited by SEBI, as it erodes investors’ confidence in the integrity of the management of a company and is unhealthy for the capital markets. All UPSI, which is entrusted with any person, from time to time, remains the property of the Company. Further, persons who are in possession of UPSI are not permitted to disclose such information, except in furtherance of legitimate purposes, on a need to know basis, or tip others by way of a recommendation for sale, purchase, retention of securities of a company when in possession of such unpublished price sensitive information.

The Code aims to ensure monitoring and timely reporting of trades by the Designated Persons and adequate disclosure of price sensitive information by the Company. This Code is to be followed by the Designated Persons and by all persons who may be privy to the UPSI. The Code aims at transparency and fairness in dealing with the stakeholders and ensuring compliance with the relevant applicable laws and regulations. The Code is intended to serve as a guiding charter for all concerned persons associated with the functioning of the Company and their Trading in Securities.

Do note that Insider trading is a crime which is punishable under the Act. Instances of insider trading are heavily penalized by SEBI, and such penalties are usually not proportionate to the profits or gains made by the offender i.e. although the profit made by an offender may be negligible, the penalty imposed by SEBI may be very high and disproportionate to the profit earned.

1. Definitions

1.1 The following capitalised terms used in this Code shall have the meaning assigned herein below:

"Act" means the Securities and Exchange Board of India Act, 1992

"Board" means the board of directors of the Company.

"Chairman" shall mean the Chairman of the Company.

"Company" means Mirza International Limited.

"Compliance Officer" means any senior officer, designated so and reporting to the Board, who is financially literate (that is, has ability to read and understand basic financial statements) and is capable of appreciating requirements for legal and regulatory compliance under the PIT Regulations and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of UPSI, monitoring of trades and the implementation of the codes specified in PIT Regulations under the overall supervision of the Board.

“Compliance Committee” shall have the meaning as ascribed to it under the Vigil Mechanism.

“Connected person" means,-

(a) 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 its 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 UPSI or is reasonably expected to allow such access.

(b) 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, -

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

(ii) a holding company or associate company or subsidiary company;

(iii) an intermediary as specified in section 12 of the Act or an employee or director thereof; or

(iv) an investment company, trustee company, asset management company or an employee or director thereof; or

(v) an official of a stock exchange or of clearing house or corporation;

(vi) 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

(vii) 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

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

(ix) a banker of the Company; or

(x) a concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of a company or his immediate relative or banker of the company, has more than ten per cent of the holding or interest

"Designated Persons" means,-

(a) The following persons and Employees:

(i) Promoter, Directors and Key Managerial Personnel (“KMP”);

(ii) Functional heads for each department;

(iii) Employees upto two levels below the Chief Executive Officer;

(iv) General Manager and above;

(v) Employees of the finance department across all locations;

(vi) Employees of the corporate secretarial, legal and HR department.

(b) Personal Assistant / Secretary, if any, to the persons mentioned above.

(c) Employees of material subsidiaries of the Company as may be identified by the Board or the Compliance Officer on the basis of their functional role or access to the UPSI;

(d) Employees of the administrative and support staff (including the IT staff) of the Company having access to UPSI, as may be identified by the Board or the Compliance Officer;

(e) Immediate Relatives of the aforementioned Designated Persons; and

(f) Such other Employees as may be identified by the Board or the Compliance Officer on the basis of their role and functions in the Company and such that such role and function provides them or may provide them access to the UPSI.

“Employee” shall mean the employee of the Company.

“Fair Disclosure Code” shall mean Company’s Code of Practises and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

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

"ICDR Regulations" means the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

"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.

"Insider" means any person who is: (a) a Connected Person; or (b) in possession of or having access to UPSI.

"Insider" shall have the meaning as ascribed to it under the PIT Regulations.

"Key Managerial Personnel" means the employee who has been designated as key managerial personnel of the Company pursuant to the Companies Act, 2013.

“Ombudsperson” shall mean the person designated as Ombudsperson in terms of the Vigil Mechanism.

"Promoter" shall have the meaning assigned to it under the ICDR Regulations, 2018 or any modification thereof.

"Promoter Group" shall have the meaning assigned to it under the ICDR Regulations, 2018 or any modification thereof.

"Securities" shall mean the securities of the Company, where the term "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;

“Stock Exchange(s)” shall mean the stock exchanges where the Securities of the Company are listed or are proposed to be listed;

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

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

"Trading Plan" means the plan formulated in accordance with clause 9 of this Code.

"Trading Window" means the trading period as specified in clause 7.1 of this Code for trading in the Securities.

"Unpublished Price Sensitive Information" or "UPSI" means any information, relating to the Company or the 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 be restricted to, information relating to the following:

(a) financial results,

(b) dividends,

(c) change in capital structure,

(d) mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions, and

(e) Any changes in Promoters, Board and Key Managerial Personnel.

“Vigil Mechanism” shall mean the whistle blower policy and the vigil mechanism of the Company as may be adopted by the Board.

1.2 All terms used in this Code but not defined hereinabove shall have the meanings ascribed to them under the PIT Regulations, the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and the rules and regulations made thereunder, including any amendment thereto.

2. Applicability

2.1 This Code applies to all Designated Persons and their Immediate Relatives and they shall comply with the provisions of this Code.

3. Restrictions in relation to disclosure, access and use of UPSI

3.1 No Designated Person shall:

(i) communicate, provide, or allow access to any UPSI, relating to Company or its Securities, to any person except to the extent allowed under the PIT Regulations; and

(ii) procure from or cause the communication by any Designated Person of UPSI, relating to the Company or its Securities.

3.2 Designated Persons, who are privy to UPSI, shall maintain its confidentiality and handle it strictly on “need to know” basis and shall only disclose it to other persons for ‘legitimate purposes’ as provided under the Fair Disclosure Code.

3.3 Any person in receipt of the UPSI for a “legitimate purpose” shall be considered an ‘Insider’ and shall be governed by the applicable provisions of the Code and the Fair Disclosure Code.

3.4 Subject to provisions of PIT Regulations, the Designated Persons sharing the UPSI with any person under this Clause 3 shall cause the execution of a non-disclosure agreement with the recipient of such information to bind the recipient to maintain confidentiality of the information shared.

3.5 In case it is not practical to sign the non-disclosure agreement, then a notice may be served by the Compliance Officer to the person receiving the UPSI to maintain confidentiality of the information shared with such person.

3.6 No Designated Person shall trade in Securities on the Stock Exchange(s) when in possession of UPSI.

4. Restrictions on access to Information relating to the Company

4.1 To prevent the misuse of UPSI, the Company shall adopt a "Chinese Wall" policy which separates those areas/Employees which/who routinely have access to UPSI, and may be considered as “inside areas”, from those Employees/areas who/which do not have access to UPSI. The Employees in the inside area shall not communicate any UPSI to anyone in the other areas, except in accordance with the provisions of this Code or the PIT Regulations

5. Responsibilities with respect to confidentiality of

5.1 Preservation of UPSI

(a) All Designated Persons shall maintain the confidentiality of all UPSI coming into their possession or control.

(b) To comply with this confidentiality obligation, the Designated Persons shall not:

(i) pass on UPSI to any person directly or indirectly by way of making a recommendation for Trading in Securities; or

(ii) disclose UPSI to their dependant family members, friends, business associates or any other individual; or

(iii) discuss UPSI in public places; or

(iv) recommend to anyone that they may undertake Trading in Securities, while being in possession, control or knowledge of UPSI.

(c) All Designated Persons shall strictly comply with processes set for procurement and communication of UPSI and not violate, directly or indirectly, any restrictions set out in this Code with respect to the same. They shall further provide to the Compliance Officer or such persons as authorised by the Company, from time to time, with all information as required in furtherance of the objectives of the PIT Regulations and this Code.(c) All Designated Persons shall strictly comply with processes set for procurement and communication of UPSI and not violate, directly or indirectly, any restrictions set out in this Code with respect to the same. They shall further provide to the Compliance Officer or such persons as authorised by the Company, from time to time, with all information as required in furtherance of the objectives of the PIT Regulations and this Code.(c) All Designated Persons shall strictly comply with processes set for procurement and communication of UPSI and not violate, directly or indirectly, any restrictions set out in this Code with respect to the same. They shall further provide to the Compliance Officer or such persons as authorised by the Company, from time to time, with all information as required in furtherance of the objectives of the PIT Regulations and this Code.(c) All Designated Persons shall strictly comply with processes set for procurement and communication of UPSI and not violate, directly or indirectly, any restrictions set out in this Code with respect to the same. They shall further provide to the Compliance Officer or such persons as authorised by the Company, from time to time, with all information as required in furtherance of the objectives of the PIT Regulations and this Code.(c) All Designated Persons shall strictly comply with processes set for procurement and communication of UPSI and not violate, directly or indirectly, any restrictions set out in this Code with respect to the same. They shall further provide to the Compliance Officer or such persons as authorised by the Company, from time to time, with all information as required in furtherance of the objectives of the PIT Regulations and this Code.

Limited access to UPSI

(a) Designated Persons privy to UPSI shall, in preserving the confidentiality of such UPSI, and to prevent its wrongful dissemination, shall adopt, among others, the following safeguards:

(i) physical files containing information shall be kept secure, preferably in designated places;

(ii) computer files must have adequate security of login through a password; and

(iii) files containing information, if not needed, should be deleted/ destroyed after being used.

(b) All Designated Persons shall follow guidelines for maintenance of electronic records and systems as may be prescribed by the Compliance Officer, from time-to-time, in consultation with the person in charge of the information technology operations of the Company

5.3 Keeping track of UPSI

The Designated Person sharing the UPSI shall create, maintain and regularly update, with adequate internal control and checks (such as, time stamping and audit trails to ensure non-tampering of the database), a structured digital database containing names of such persons or entities with whom UPSI is shared along with PAN or any other identified authorised by law.

6. Compliance Officer

6.1 The Board has nominated the Company Secretary of the Company as the Compliance Officer for the Company. In absence of the Company Secretary, the Chief Financial Officer of the Company shall discharge the duties of Compliance Officer.

6.2 The Compliance Officer shall be responsible for ensuring compliance and effective implementation of the Regulations and this Code. The Compliance Officer shall act as the focal point for dealings with SEBI in relation to the PIT Regulations and in connection therewith, be authorised to make all necessary disclosures with the Stock Exchange(s) in accordance with the PIT Regulations and the Code. The Compliance Officer shall report to the Board and in particular, shall provide reports to the Chairman of the Audit Committee, at such frequency as may be stipulated by the Board, but not less than once in a year.

6.3 In the performance of his/her duties, the Compliance Officer shall have access to all information and documents relating to the Securities or any other information as may be required by the Compliance Officer in order to ensure compliance with this Code and the PIT Regulations. All Designated Persons shall co-operate with the Compliance Officer in this regard

6.4 Without prejudice to clause 6.2 above and other obligations of the Compliance Officer as may be specified herein or the Regulation, the Compliance Officer shall also be responsible for the following:

(a) identification of UPSI, setting up procedures and undertaking actions to preserve the same;

(b) implementation of this Code under the overall supervision of the Board;

(c) intimating every person as and whenever such person becomes an Insider by ensuring dissemination of knowledge to all Insiders with respect to processes involved in preservation of UPSI, their duties and responsibilities with respect to procurement, handling and dissemination of UPSI and liability against misuse or unwarranted use of UPSI;

(d) assisting Designated Persons from time to time in addressing any clarifications regarding the PIT Regulations and this Code;

(e) executing the non-disclosure agreement on behalf of the Company with the persons with whom UPSI is shared for legitimate purposes;

(f) reviewing and approving Trading Plans as prescribed in this Code;

(g) pre-clearing of Trades proposed by Designated Persons and their Immediate Relatives;

(h) liaising and extending full cooperation to the Audit Committee of the Company in its review of compliance with provisions of the PIT Regulations as well as this Code and verification of adequacy of internal control systems;

(i) prescribing procedures for various activities referred to in the Code; and

(j) monitoring adherence to the rules for the preservation of UPSI and undertaking periodic process review to evaluate effectiveness of internal control mechanisms;

7. Trading Window

7.1 The Compliance Officer may, on the basis of his/her judgment as to the existence or non-existence (as the case may be) of any UPSI, specify a trading period, to be called "Trading Window", for Trading the Securities, as "Closed" or "Open" (as the case may be). No Designated Person shall Trade in the Securities when the Trading Window is “Closed”. The Compliance Officer shall take all reasonable steps to inform the Designated Persons status of the Trading Window, when it is declared as “Closed” or “Open” (as the case may be). The Compliance Officer shall not under any circumstances disclose the reasons for designating the Trading Window as “Closed”.

7.2 The Trading Window shall be closed when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of UPSI. Such closure shall be imposed in relation to such Securities to which the UPSI relates to. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed. As a general rule, the Trading Window may be designated as “Closed” including but not limited to the following purposes and for such periods as may be determined by the Compliance Officer:

(a) declaration of financial results (quarterly, half-yearly and annually) wherein closure may be made applicable from the end of every quarter until 48 hours after declaration of financial results;

(b) declaration of dividend (interim/ final);

(c) issue of Securities by way of public/ rights/ bonus issue;

(d) any major expansion plans or execution of new projects;

(e) amalgamation, mergers, de-mergers, restructuring, acquisitions, takeovers, buy back of shares, or spin-off of divisions;

(f) disposal of whole or substantially the whole of the undertaking or any investment made by the Company;

(g) voluntary de-listing of the Securities by the Company;

(h) ADR/ GDR or any other class of securities to be issued abroad;

(i) cancellation of dividend/ right/ bonus, etc.

7.3 The timing for designating the Trading Window as "Open" shall be determined by the Compliance Officer taking into account various factors, such as, whether the UPSI in question has become generally available and is capable of assimilation by the market. Such period shall not be less than 48 hours after the relevant information has become generally available in the market.

7.4 The Compliance Officer (in consultation with the Chairman) may close the Trading Window for a longer period or for any events other than those suggested above in clause 7.2, as it may deem fit after taking into account the nature and sensitivity of UPSI.

7.5 All Designated Persons shall strictly conduct their Trading in the Securities only when the Trading Window is designated as "Open". Trades by Designated Persons shall be further subject to pre-clearance of such Trades by the Compliance Officer, in case required in specific cases, for example, where the trade is not undertaken in accordance with an approved Trading Plan.

7.6 The restriction to not Trade in the Securities when the Trading Window is closed is also 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 and other Connected Persons.

7.7 The trading window restrictions shall not apply in respect of

(a) transactions specified in clauses (i) to (iv) and (vi) of the proviso to sub-regulation (1) of regulation 4 of PIT regulations and in respect of a pledge of shares for a bonafide purpose such as raising of funds, subject to pre-clearance by the compliance officer and compliance with the respective regulations made by the Board;

(b) transactions which are undertaken in accordance with respective regulations made by the Board such as acquisition by conversion of warrants or debentures, subscribing to rights issue, further public issue, preferential allotment or tendering of shares in a buy-back offer, open offer, delisting offer or transactions which are undertaken through such other mechanism as may be specified by the Board from time to time

8. Pre-Clearance for trading in Securities

8.1 Applicability

(a) Every Designated Person who intends to Trade in Securities of a value more than INR 10,00,000 (Ten Lakh) in any calendar year, in a single transaction or a series of transactions and who has not obtained approval of its Trading Plan shall be required to obtain a pre-dealing approval ("Pre-Dealing Approval") for the proposed transaction from the Compliance Officer, as per the procedure prescribed hereunder.

(b) It is clarified that no Designated Person shall apply for any Pre-Dealing Approval if such Designated Person is in possession of UPSI, irrespective of whether the Trading Window is open or closed

8.2 Procedure for applying for the Pre-Dealing Approval

(a) For the purpose of applying for a Pre-Dealing Approval, the concerned Designated Person shall make an application in the prescribed form (Annexure 1) to the Compliance Officer ("Pre-Dealing Application"). The Pre-Dealing Application should be complete and correct in all respects and in case required by the Compliance Officer, is accompanied by a declaration to the effect that the applicant is not in possession of any UPSI.

(b) The Pre-Dealing Application with the necessary enclosures must be sent through the official electronic email of the concerned Designated Person to the Compliance Officer.

8.3 Pre-Dealing Approval

(a) The Compliance Officer shall consider the Pre-Dealing Application and communicate his approval (“Pre-Dealing Approval”) or rejection of such Pre-Dealing Application within two (2) working days from the date of receipt of the same. The final decision of the Compliance Officer in respect to the Pre-Dealing Application shall be conveyed through the official electronic mail of the Company. While considering a Pre-Dealing Application, the Compliance Officer shall give due regard to whether the declaration/undertaking given by the Designated Person, in relation to such person not being in possession of UPSI, is reasonably capable of being rendered inaccurate.

(b) Every Pre-Dealing Approval or rejection shall be issued by the Compliance Officer substantially in the format set out in Annexure 2 or such other format as may be prescribed by the Board, from time to time. Every Pre-Dealing Approval shall be dated and shall be valid for a period of 7(seven) days from the date of Pre-Dealing Approval ("Validity Period").

8.4 Completion of Pre-cleared Dealing

(a) A Designated Person may complete the transaction for which a Pre-Dealing Approval has been obtained from the Compliance Officer ("Approved Deal") within the Validity Period. If the relevant Designated Person does not execute the Approved Deal within the Validity Period, Pre-Dealing Approval shall stand expired and the Designated Person shall be required to re-initiate the process of seeking a pre-dealing clearance, in case the same is required post expiry of the Validity Period.

(b) Within 2 working days of execution of the Approved Deal, the relevant Designated Person shall file the details of such Approved Deal with the Compliance Officer in the format prescribed in Annexure 3. In the event the Designated Person does not undertake an Approved Deal, a written report to that effect shall be filed with the Compliance Officer in the format prescribed in Annexure 3

8.5 Holding Period

(a) A Designated Person, who buys or sells any number of Securities, shall not enter into an opposite transaction ("Contra-Trade") i.e. sell or buy any number of shares during the six (6) months immediately following the prior transaction. In case a Designated Person proposes to enter into a Contra Trade due to certain unexpected circumstances, before the expiry of the holding period specified in Clause 8.5(a) above, the Compliance Officer may permit the relevant Designated Person to do so after recording the reasons in writing, provided that such relaxation is not in violation of the PIT Regulations.

(b) Should a Contra Trade be executed, inadvertently or otherwise, in violation of the restrictions specified herein, the profits from such Trade shall be liable to be disgorged for remittance to SEBI for credit to the Investor Protection and Education Fund administered by the SEBI under the Act.

(c) The above restrictions shall not be applicable for Contra Trades carried out in accordance with a Trading Plan duly approved in accordance with Clause 9.3 and the Trades executed by a Designated Person pursuant to the exercise of employee stock options.

8.6 Advice Regarding Pre-Clearance: In case of doubt as to whether the Designated Person should make a Pre-Dealing Application to the Compliance Officer, the Designated Person may refer and confirm with the Compliance Officer whether the provisions relating to Pre-Dealing Application is applicable to the proposed transaction by the Designated Person

8.7 For any transactions proposed to be entered into by the Compliance Officer or the Immediate Relative of the Compliance Officer, the Compliance Officer shall seek prior approval from the Chairman of the Company in respect thereto. Provisions of this clause 8 shall be applicable mutatis-mutandis to such an application made by the Compliance Officer.

9. Trading Plan

9.1 Designated Persons may formulate a trading plan providing the details of the Trades that such person plans to undertake ("Trading Plan") and present it to the Compliance Officer for approval and public disclosure. Pursuant to and in accordance with such an approved and published Trading Plan, such Designated Person shall be permitted to carry out Trades in Securities.

9.2 Requisites of a Trading Plan: A Trading Plan proposed to be submitted to the Compliance Officer for approval must comply with the following pre-requisites:

(a) Trading under the Trading Plan shall commence only after the expiry of six months from the date of public disclosure of the said plan;

(b) The Trading Plan shall not entail trading for the period between the twentieth (20th) trading day prior to the last day of any financial period for which results are required to be announced by the Company and the second trading day after the disclosure of such financial results;

(c) The Trading Plan shall entail Trading for a minimum period of twelve (12) months;

(d) The Trading Plan shall not be for a period for which another trading plan is already in existence, i.e. there cannot be more than one trading plan for the same period;

(e) The Trading Plan shall set out either the value of Trades to be effected or the number of Securities to be Traded along with the nature of the Trade and the intervals at, or dates on which such Trades shall be effected; and

(f) Trading on the basis of such a trading plan should not lead to market abuse. If any manipulative activity is detected, suitable proceedings may be initiated for breach of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities market) Regulations, 2003.

9.3 Approval of a Trading Plan

(a) If a Designated Person proposes to undertake Trades based on a Trading Plan, he/she may present the relevant Trading Plan to the Compliance Officer for approval and public disclosure.

(b) The Compliance Officer shall review the Trading Plan and assess whether the Trading Plan made by the Designated Person is in violation of or has the potential of being in violation of the PIT Regulations. The Compliance Officer may require the Designated Person to give such express undertakings as may be required to satisfy the Compliance Officer that the trading Plan is not in violation of the PIT Regulations or does not have the potential of violating the PIT Regulations.

(c) Once the Compliance Officer is satisfied with its assessment of the Trading Plan, the Compliance Officer shall approve the Trading Plan and inform the relevant Designated Person of such approval in writing. Once approved, the Compliance Officer shall notify the Trading Plan to the Stock Exchange(s).

(d) Upon due approval of a Trading Plan pursuant to this Clause 9.3, no further Pre-Dealing Approval will be required to be undertaken by the Designated Person until subsistence of such approval of the Trading Plan.

(e) The Contra Trade restrictions under clause 8.5 of this Code shall also not apply to the Trades executed pursuant to an approved Trading Plan.

Execution of Trading Plan

A Trading Plan once approved shall be irrevocable and the Insider shall mandatorily have to implement the plan without any deviation, provided that the Compliance Officer shall defer the implementation of the Trading Plan, if any UPSI in possession of the Designated Person at the time of formulation of the said plan has not become generally available.

10. Reporting Requirements for Transactions in Securities

10.1 Initial Disclosure

Every person, upon being appointed as a Key Managerial Personnel or a Director of the Company or upon becoming a Promoter or member of the Promoter Group shall disclose his holding of Securities, as on the date of such appointment or becoming a Promoter, to the Company within seven (7) days of such appointment or becoming a Promoter or a member of the Promoter Group. The disclosure shall be made in the format prescribed in Form A.

10.2 Continual Disclosure

(a) Every Promoter, member of the Promoter Group, Designated Person and Director shall disclose to the Company the number of Securities acquired or disposed, 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 INR 10,00,000 (Rupees Ten Lakhs) or such other value as may be specified in the PIT Regulations. The disclosure shall be made in the format prescribed in Form B.

(b) Within two (2) days of the receipt of intimation from a Promoter, Designated Person or Director by the Company, in accordance with clause 10.2(a), the Compliance Officer shall disclose to the Stock Exchange(s) the information received from aforesaid persons. The disclosure of any incremental transactions after any disclosure as specified above, shall be made when the transactions effected after the prior disclosure crosses the threshold of INR 10,00,000 (Ten lakh) as specified above.

(c) The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the Promoters or Designated Persons for a minimum period of 5 (five) years.

(d) All Designated Persons shall be required to submit an annual declaration as of 31st March of every year in Form C, to the Company with the details as specified in such form.

(e) All Designated Persons shall be required to submit an annual disclosure as of 31st March of every year, in Form D, to the Company with the details as specified in such form. Further, whenever, there is a change in disclosure last submitted by a Designated Person to the Company, the Designated Person shall intimate the change in the disclosures already submitted to the Company, immediately but not later than 7 days from such change.

(f) All the disclosures shall be made in the prescribed formats and must be sent to the Compliance Officer at the official e-mail id. The original disclosures must be sent at the following address: A-7, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi-110044

10.3 Other Disclosures

The Company may at its discretion require any other Connected Person or class of Connected Persons to make disclosures of holdings and Trading in Securities of the Company in such form and at such frequency as may be determined by the Company in order to monitor compliance with this Code and PIT Regulations.

11. Violation

11.1 Responsibility for compliance and onus of proof

(a) Every Designated Person shall be individually responsible for complying with the provisions of the Act, the PIT Regulations and this Code.

(b) A Designated Person who has traded in Securities has been in possession of UPSI, his trades would be presumed to have been motivated by the knowledge and awareness of such information in his possession unless he can prove otherwise under the exceptions carved out in the PIT Regulations or otherwise.

11.2 Reporting Instances

(a) All Designated Persons shall be alert and vigilant with respect to the following reporting instances (“Reporting Instances”):

(i) Dealing in Securities in contravention of the provisions of the PIT Regulations or this Code by any person: or

(ii) Any act or circumstance by virtue of which any UPSI becomes generally available in contravention of the provisions of this Code or the Fair Disclosure Code. It is hereby clarified that any purported attempt by any person for making the UPSI as generally available information in contravention of the provision of this Code or the Fair Disclosure Code shall also be considered as the Reporting Instance.

(b) The Designated Person shall disclose to the Ombudsperson in writing all relevant information pertaining to any Reporting Instance as soon as possible but no later than 7 days from the date on which such Designated Person becomes aware of such Reporting Instance.

11.3 Inquiry

The inquiry in relation to any Reporting Instance disclosed to the Ombudsperson shall be conducted by the Ombudsperson and the Compliance Committee in accordance with the provisions and the procedure prescribed under the Vigil Mechanism.

11.4 Decision

(a) Any disciplinary or other appropriate action taken by the Compliance Committee with respect to a Reporting Instance against the defaulting person shall include wage freeze, suspension, recovery, clawback or termination of employment. In such a case, such disciplinary action shall also be promptly reported to SEBI.

(b) Any action taken by the Company with respect to any Reporting Instance will not preclude SEBI from taking any action for violation of the PIT Regulations or any other applicable laws / rules / regulations.

11.5 Please note that pursuant to Section 15G of the Act, any Insider who indulges in insider trading in contravention of the PIT Regulations, either on his own behalf or on behalf of any other person is liable to a penalty between INR 10,00,000 (Rupees Ten Lakhs) to INR 25,00,00,000 (Rupees Twenty Five Crores) or three (3) times the amount of profits made out of the insider trading, whichever is higher. Further, pursuant to Section 24 of the Act, if any one contravenes or attempts to contravene or abets the contravention of the provisions of the Act and/ or regulations framed thereunder, he/she shall be punished with imprisonment, which may extend to a period of ten (10) years or with fine extending up to INR 25,00,00,000 (Rupees Twenty Five Crores) or both.

12. Notwithstanding anything contained in this Code of Conduct, any employee who files a Voluntary Information Disclosure Form with the SEBI Chapter IIIA of PIT Regulations irrespective of whether such information is considered or rejected by SEBI or he or she is eligible for a reward under Chapter IIIA of PIT Regulations shall be protected against any discharge, termination, demotion, suspension, threats, harassment, directly or indirectly or discrimination, by reason of:

a) Filing of Voluntary Information Disclosure Form under Chapter IIIA of PIT Regulations;

b) Testifying in, participating in, or otherwise assisting or aiding SEBI in any investigation, inquiry, audit, examination or proceedings, instituted or about to be instituted for an alleged violation of insider trading laws or in any manner aiding the enforcement action taken by SEBI; or

c) Breaching any confidentiality agreement or provisions of any terms and conditions of employment or engagement solely to prevent any employee from cooperating with SEBI in any manner.

13. CLARIFICATIONS AND MODIFICATIONS

For all queries concerning this Code please contact the Compliance Officer. The Compliance Officer / Chief Financial Officer shall have the right to amend and modify this Code in consultation with the Chairman provided that any such amendment or modification to the Code shall be tabled before the Board at the earliest

APPROVED BY:


(Shuja Mirza)
Whole Time Director

Annexure 1

Form for Pre- Dealing Application


Date:

The Compliance Officer,
Mirza International Limited
[Insert address]

Dear Sir/Ma’am,

Sub: Application for Pre-clearance for purchase/sale of securities

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Code of
Conduct to Regulate, Monitor and Report Trading by Designated Persons ("Code"), I/my spouse/my
immediate relative, __________________ ___(Name of the Employee/Immediate Relatives intending
to take the transaction) having PAN ________________(No. of such Person) seek approval for
purchase/sale/subscription of the Company's Securities as per the details given below:

[Please note that I/we are not entering into an opposite transaction from any prior transaction of buying or selling of Securities undertaken by either one of us within a period of 6 months immediately preceding this undertaking.] [Note: In case the transaction contemplated is a Contra Trade, the same may be mentioned here, along with the reasons for seeking approval for undertaking such transaction.]

II. In this regard, I/We do hereby declare and undertake as under:

(a) Neither I nor my Immediate Relative proposing to undertake the aforementioned transaction is in possession of or otherwise privy to any UPSI up to the time of signing this Undertaking.

(b) In case I or my relevant Immediate Relative has access to or receives any UPSI after signing this Undertaking but before execution of the proposed transaction, I shall inform the Compliance Officer of the change in my or my Immediate Relative's position and would completely refrain from Trading in the Securities of the Company till the time such information is published and generally available.

(c) I declare that I have not contravened the Code as notified by the Company from time to time.

(d) I am aware that, I shall be liable to face consequences as set forth in the Code including disciplinary action under the Code of the Company, in case the above declarations are found to be misleading or incorrect at any time.

(e) I have made a full and true disclosure in the matter.

I hereby agree to indemnify and keep the Company and its Directors indemnified from and against all and any penalties/fines that may be imposed on them by the SEBI and/or any other statutory authorities as a result of violation by me or my Immediate Relative of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code prescribed by the Company.

Capitalised terms used but not defined herein shall have the same meaning as ascribed to these in the Code.

Signature: ……………………………….

Designation: …………………………….

Annexure 2

PRE-Clearance Approval/Disapproval


Date:______

Mr. ____
[Address]

Dear Sir,

This is to inform you that your request for sale/purchase of ___ shares of the Company as mentioned in your application dated ____ is approved/ disapproved.

[In case approval is granted, the following will be added]

Please note that this approval is valid only for a period of 7 days from the date of this approval and in case you propose to undertake the approved transaction, the same must be executed within the said validity period of 7 days.

This approval is being issued to you based on the various declarations, representations and warranties made by you in your said application.

Further, kindly note that you are required to file the details of the executed transactions in the within 2 working days from the date of execution of the approved transaction/deal. In case the transaction is not undertaken the same must also be reported.

For Mirza International Limited

________________
Compliance Officer

Annexure 3

Reporting of Trades Executed/Not Executed after procuring Pre-Dealing Approval

Date:______

The Compliance Officer,
Mirza International Limited

Dear Sir/Ma’am,

Sub: Reporting of Trades Executed/ /Not Executed after Pre-Dealing Approval was

I. In case of trade executed:

Pursuant to the Company’s Code of Conduct for Prevention of Insider Trading, I have sought approval for Purchase /Sale of securities of the Company as under vide letter dated____.

I hereby report following trade executed by me:

Name

No. of shares held prior to the transaction (with Folio/DP ID/ Client ID)

Nature of Transaction executed for which approval was granted

Sale/Purchase along with value

II. In case Trade not executed

Pursuant to the Company’s Code of Conduct for Prevention of Insider Trading, I had sought approval for Purchase /Sale of securities of the Company as under vide letter dated____.

However, I could not execute the said trade for reasons below mentioned:

1.

2.

Signature: ……………………………….

Designation: …………………………….

FORM A

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7 (1) (b) read with Regulation 6 (2)]

Name of the company: ________________________________

ISIN of the company: ________________________________

Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter or a member of the

Promoter Group of a listed company and other such persons as mentioned in Regulation 6(2).

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Signature:

Designation:

Date:

Place:

FORM B

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7(2)(a) read with Regulation 6 (2)]

Name of the company: ________________________________

ISIN of the company: ________________________________

Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation

6(2).

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Signature:

Designation:

FORM C

ANNUAL DECLARATION BY DESIGNATED PERSONS

DATE: [•]

TO,

The Board of Directors,
Mirza International Limited
14/6, Civil Lines
Kanpur-

Dear Sir / Madam,

I, the undersigned, being a Designated Person as defined under the Company’s Code of Conduct to Regulate, Monitor and Reporting Trading by Designated Persons (“the Code”) hereby declare and confirm that I have read and understood the Code and I and my Immediate Relatives have complied and will continue to comply with the Code to the extent applicable to us.

I hereby disclose the following details of securities of Company held by me and my Immediate Relatives

A) ANNUAL STATEMENT OF SECURITIES HELD AS ON 31.03.20[•]

1. BY SELF

Folio No. / Client ID No

No. of shares held as on the first day of the financial year

No. of securities

Nature of securities

No. of shares held as on the last day of the financial year

2. BY IMMEDIATE RELATIVES

Folio No. / Client ID No

Name and relationship

No. of shares held as on the first day of the financial year

No. of securities

Nature of securities

No. of shares held as on the last day of the financial year

B) ANNUAL STATEMENT OF TRANSACTIONS IN SECURITIES DURING THE FINANICAL YEAR ENDED ON 31.03.20[•]

1. BY SELF

Folio No. / Client ID No

DP Name & DP ID

Date

No. of securities involved

Nature of transaction i.e. purchase or sale or otherwise (please give details)

Whether pre-clearance was obtained. If so, date of pre-clearance.

Balance No. of securities at the end of the year.

2. BY IMMEDIATE RELATIVES

Folio No. / Client ID No

DP Name & DP ID

Date

Name and relationship

No. of securities involved

Nature of transaction i.e. purchase or sale or otherwise (please give details)

Whether pre-clearance was obtained. If so, date of pre-clearance.

Balance No. of securities at the end of the year

Thanking you,

Yours Truly,

(____________)

NAME & DESIGNATION :

OFFICE ADDRESS :

EMPLOYEE ID, IF ANY :

PAN NO. :

EMAIL ID :

FORM D

Annual Disclosure by Designated Persons

Date: [•]

The Compliance Officer
Mirza International Limited

Dear Sir / Madam,

I [Name of the Designated Person], [Designation], provide the following details to the Company:

PAN:

Name of the Educational Institution of Graduation:

Stream of Graduation:

Details of the Past Employers (if applicable):

Please also note the following details with respect to my Immediate Relatives and the persons with whom I share a material financial relationship:

I. Immediate Relatives

Name of the Relative

PAN or any other unique identification number

Relation with the Designated Person

Contact Number (Phone, Mobile or cell number)

II. Persons with whom I share Material Financial Relationship

(“Material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions.)

Name of the Person

PAN or any other unique identification number

Reasons for considering the person as a person with whom ‘Material Financial Relationship’ is shared

Contact Number(Phone, Mobile or cell number)

I declare that all information provided under this form is true and fair to the best of my knowledge.

Signature

Name & Designation

Signature

Date

MIL-CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURES

[under Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015]

Introduction

The Securities and Exchange Board of India (SEBI), in its endeavor to protect the interests of investors in general, had formulated the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) under the powers conferred on it under the Securities and Exchange Board of India Act, 1992. The PIT Regulations came into force with effect from 15th May, 2015 (and amended from time to time) and the same have been made applicable to all companies whose shares were listed on Indian stock exchanges. Pursuant to Regulation 8(1) of the PIT Regulations, the Company is required to formulate a Code of Practices and Procedures for Fair Disclosures (the “Code”).

Objective of the Code

The Code is required for the Company to ensure timely and adequate disclosure of UPSI which would impact the price of the securities of the Company and to maintain the uniformity, transparency and fairness in dealing with all stakeholders and in ensuring adherence to applicable laws and regulations. Further, the Company endeavors to preserve the confidentiality of UPSI and to prevent misuse of such UPSI.

Terms and Definitions

Words and expressions used but not defined in this Code shall have the same meaning assigned to them in the Company’s Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives (“Insider Trading Code”), PIT Regulations, Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and the rules and regulations made thereunder, including any amendment thereto.

Norms for disclosure of UPSI

a. Prompt public disclosure of UPSI

UPSI shall be promptly disclosed by the Company to the Stock Exchange(s) and shall also be uploaded to the Company’s official website (“Website”) in order to be accessed by the investors and members of the Company, i.e. to make such information a generally available information.

b. Uniform and Universal dissemination of UPSI

The disclosure of UPSI shall be on a continuous, immediate and uniform basis and shall be universally disseminated. The Company may consider other ways of supplementing information released to Stock Exchanges by improving investor access to their public announcements.

c. Chief Investor Relations Officer (“CIRO”)

The [Chief Financial Officer / Compliance Officer] or any person designated by the Board shall be the CIRO of the Company to deal with dissemination of information and disclosure of UPSI

d. Overseeing and Co-ordinating disclosure including prompt dissemination of UPSI that gets disclosed selectively, inadvertently or otherwise

The CIRO, shall oversee corporate disclosures and deal with dissemination of information and disclosure of UPSI.

The CIRO shall be responsible for ensuring that the Company complies with continuous disclosure requirements; and overseeing and coordinating disclosure of UPSI to Stock Exchange(s), Website and other media.

If UPSI is disclosed selectively, inadvertently or otherwise, the person responsible for disclosure of such UPSI shall inform the CIRO immediately. The CIRO, on receipt of aforesaid information pertaining to inadvertent or selective disclosure of UPSI, shall take prompt action to ensure that such UPSI is made generally available. In this regard, it is hereby clarified that rumours and media speculation shall not be deemed as selective disclosure of information.

e. Responding to news reports and market rumours including verification of market rumours by regulatory authorities

The CIRO shall promptly and fairly respond to any queries on news reports or requests for verification of market rumours by the regulatory authorities. The CIRO may also decide whether a public announcement is necessary for verifying or denying rumours and then making the disclosure.

f. Manner of dealing with analysts and research personnel

(i) Only Public information to be provided – The Company shall provide only public information to the analysts/ research persons/ large investors like institutions. Alternatively, the information given to the analysts should be simultaneously made public at the earliest.

(ii) Recording of discussion - In order to avoid misquoting or misrepresentation, it is desirable that at least two senior representatives of the Company be present at meetings with analysts, brokers or institutional investors.

(iii) Handling of unanticipated questions - Representatives of the Company should be careful when dealing with analysts’ questions that raise issues outside the intended scope of discussion. Unanticipated questions may be taken on notice and a considered response given later. If the response includes UPSI, requirement of making a public announcement shall be considered by the CIRO before providing such response.

(iv) Simultaneous release of Information - When the Company organizes / participates in meetings with analysts and other investor relations conferences, it shall post relevant information pertaining to such meetings (i.e. records of the proceedings of such meeting, transcripts etc.) on the Website after every such meet to ensure official confirmation and documentation of disclosures made.

Process of disseminating information in order to make the UPSI a generally available information

(i) Disclosure / dissemination of information may be done through various media (including the Website) so as to achieve maximum reach and quick dissemination.

(ii) Company shall ensure the prompt and quick disclosure of the following to the Stock Exchange(s):

a. Declaration of financial results (quarterly, half-yearly and annual);

b. Declaration of dividends (interim and final);

c. Issue of securities by way of public/ rights/bonus, etc;

d. Any major expansion plans or winning of bid or execution of new projects;

e. Amalgamation, mergers, takeovers and buy-back;

f. Disposal of whole or substantially whole of the undertaking;

g. Any changes in policies, plans or operations of the Company;

h. disruption of operations due to natural calamities;

i. Litigation/dispute with a material impact;

j. Change in Key Managerial Personnel; and

k. Any information which, if disclosed, in the opinion of the person disclosing the same is likely to materially affect the prices of the securities of the Company.

(iii) The Website may provide a means of giving investors a direct access to analyst briefing material, significant background information and questions and answers.

Disclosure of UPSI on ‘Need-to-Know’ basis

UPSI shall be handled on a ‘need to know’ basis and shall not be disclosed to any person except where such disclosure is for ‘legitimate purposes’.

Legitimate Purposes/p>

For the purpose of this Code, the expression ‘legitimate purpose’ shall include (but not limited to) the sharing of UPSI:

(i) in ordinary course of business by an Insider with partners, collaborators, lenders, customers, suppliers, dealers, agents, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants (“Relevant Persons”), provided that such sharing of UPSI has not been carried out to evade or circumvent the provisions of the PIT Regulations. In this regard, it is hereby clarified that sharing of UPSI with the Relevant Persons for obtaining any professional services from such persons shall not be deemed as evading or circumventing the prohibitions of PIT Regulations.

(ii) during the course of performance of duty(ies).

(iii) pursuant to a legal obligation(s) owed to a third party; and

(iv) in compliance with the provisions of PIT Regulations or any other law for the time being in force applicable on sharing of information to any third person

It is hereby clarified that the abovementioned instances for sharing of UPSI for legitimate purpose are not exhaustive. The Board or the Compliance Officer shall, on case to case basis, allow the sharing of UPSI upon:

(i) considering the reasons or purpose for sharing of such information including expediency, need interest of the Company in sharing such information;

(ii) determining that person sharing the information does not have any ‘illegitimate’ purpose behind sharing of such information; and

(iii) such terms and conditions on the Board or the Compliance Officer deems fit

Except as expressively allowed under the PIT Regulations, any person in receipt of UPSI pursuant to a ‘legitimate purposes’ shall be considered as an Insider for the purpose of this Code and the PIT Regulations and shall be required to execute a non-disclosure agreement with the Company to maintain confidentiality of the information shared by such person. In case it is not practical to sign the aforesaid non-disclosure agreement, then a notice may be given by the Compliance officer to the person receiving UPSI to maintain confidentiality of the information shared with such person.

A structured digital database shall be maintained containing names of such persons or entities as the case may be with whom UPSI is shared for legitimate purposes along with Permanent Account Number or any other identified authorized by law where Permanent Account is not available. The Company shall have adequate internal controls to ensure non-tampering of the database.

Disclosure of Code on Public Domain

This Code and any amendment thereof shall be published on the Website.

Amendment of the Code

This Code and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchange(s).

For and on behalf of the Board


MIRZA INTERNATIONAL LIMITED
SUBJECT: ETHICS, TRANSPARENCY AND ACCOUNTABILITY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2

4

DEVIATIONS

3

5

IMPLEMENTATION

3

6

MODIFICATION/ AMENDMENT

3

1. OBJECTIVE:

The Company endeavors to be recognized as an organization committed to the highest ethical standards in business and hence lays strong emphasis on ethical corporate citizenship and establishment of good corporate culture. We believe in adhering to the best governance practices to ensure protection of interests of all external stakeholders of the Company. The Company will make its best efforts to impress upon other entities in the value chain and its associates to participate in the Business Responsibility initiatives depending upon their means and resources. We also have a Vigil (Whistle Blower) mechanism which provides a channel to the employees and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct of our policy.

2 . SCOPE:

This policy is applicable to the business divisions of Mirza International Limited (hereinafter referred as "the Company") and its business associates, subsidiaries, joint ventures and other entities which are directly dealing with the company in the business operations.

3 . POLICY:

  1. The Company has developed Code of Conduct for directors, Management and Employees at all levels. The directors, management and employees at all levels will abide to ensure good governance, ethical practices, Transparency and accountability -in conducting affairs of the Company and dealing with stakeholders across the value chain.
  2. The Company shall follow governance structures, procedures and practices that ensure ethical conduct at all levels across its value chain.
  3. The Company shall maintain transparency and assure access to information about its decisions that impact relevant stakeholders.
  4. The Company shall truthfully discharge its responsibility on making financial and other mandatory disclosures timely.
  5. The Company shall ensure that genuine concerns of misconduct/unlawful conduct can be reported in a responsible and confiden tial manner to the concerned authorities.
  6. None of the group companies will engage in practices that are abusive, corrupt, or anti-competitive.
  7. In the Annual report of the Company sent to shareholders, the Chairman and Managing Director will certify compliance of the Company's code of conduct by Directors and Senior Management.

4. DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5 . IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the group across all levels and shall be displayed on the Company's website.
  2. The BR Head of the Company shall be responsible for ensuring that the policy is implemented throu ghout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported to priyanka.pahuja@redtapeindia.com

6 . MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision / amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corpor ate Affairs or Securities and Exchange Board of India and/ or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT: BRR - PRODUCT LIFECYCLE SUSTAINABILITY POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2-3

4

DEVIATIONS

3

5

IMPLEMENTATION

3

6

MODIFICATION/ AMENDMENT

3

1. OBJECTIVE:

Mirza International Limited endeavours to embed the principles of sustainability, as far as practicable, in improving positive impact and reducing the negative environmental and social impact of its products and all our services. Mirza International Limited recognizes its limited role in the life cycle of the products and makes efforts to engage and partner with other stakeholders along the value chain to achieve the set objective. Sustainable development integrates economic progress, social responsibility and environmental concerns with the purpose of improving quality of life. The Company expects that its Joint Ventures and Subsidiaries, if any, in future will follow the product positions similar to that of the Company.

2 . SCOPE:

This policy is applicable to the business divisions of Mirza International Limited (hereinafter referred as "the Company") and its business associates, subsidiaries, joint ventures.

3 . POLICY:

  1. The Company shall ensure that its products and services comply with all applicable statutes and regulations;
  2. The Company shall work towards ensuring that all goods and services are procured and delivered embedding the principles of human rights, ethics, occupational health, safety and environment as defined in the company's policies namely:

    a. Code of Conduct for Directors and Senior Management

    b. Policy on Ethics, Transparency and Accountability

    c. Policy on Employee Well Being

    d. Policy on Human Rights

    e. Policy on Customer Value

  3. The Company shall work towards sourcing products and services in a manner so as to continuously maintain the balance between social, economic and minimise the environmental impacts;
  4. The Company shall continue to progressively factor in relevant social and environmental considerations during the process of development of products / services;
  5. The Company shall continue to recognise and respect the rights of people who may be owners of traditional knowledge, and other forms of intellectual property, wherever relevant.
  6. In designing the products, the Company shall ensure that the manufacturing processes and technologies required to produce it are resource efficient and sustainable.
  7. The Company shall work with supply chain members that comply with applicable laws and regulations related to labour practices, human rights, bribery & corruption, occupational health, safety and environment;
  8. The Company shall encourage resource efficiency in the supply chain and shall guide supply chain members towards becoming more sustainable.
  9. The Company shall work towards building capacity such that all the value chain partners, namely the third party manufacturers, service providers including transporters and suppliers of s ignificant products, are sensitised and empowered to fulfil their roles and responsibilities towards sustainability;
  10. The Company shall raise the consumer's awareness of their rights through education, product labelling, appropriate and helpful marketing communication, full details of contents and composition as per the applicable laws and promotion of safe usage and disposal of their products and services.
  11. The Company shall encourage its business partners and third parties with whom it conducts business to abide by this policy.

4. DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5 . IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the group across all levels and shall be displayed on the Company's website.
  2. The BR Head of the Company shall be responsible for ensuring that the policy is implemented throughout the Company.
  3. The BR Head shall a lso provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported to priyanka.pahuja@redtapeindia.com

6. MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision/ amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and/ or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT: EMPLOYEE WELL BEING POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

ALL EMPLOYEES

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2-3

4

DEVIATIONS

3

5

IMPLEMENTATION

3

6

MODIFICATION/ AMENDMENT

3

1. OBJECTIVE:

Mirza International Limited endeavors to ensure the well-being of all its employees. At Mirza International Limited, the safety, health and work life balance of employees are extremely important. The Company believes in giving its employees ample opportunities so that they shall be motivated, result oriented and committed to achieve excellence in their domain. Mirza International Limited endeavors to provide work environment in which all individuals are treated with mutual respect and dignity.

2. SCOPE:

This policy is applicable to the business divisions of Mirza In ternational Limited.

3 . POLICY DETAILS:

3.1 Diversity and Equal Opportunity

The Company shall provide and maintain equal opportu nities at the time of recruitment as well as du ring the course of employment irrespective of caste, creed, gender, race, religion or disability.

3.2 Prevention of Child Labour/Forced Labour and Harassment
  • The Company shall not use child labour, forced labour or any form of involuntary labour, paid or unpaid.
  • The Company shall provide a work environment that is free from any form of discrimination.
  • The Company shall create systems and practices to ensure a harassment free workplace where employees feel safe and secure in discharging their responsibilities.
3.3 Employee Well Being:
  • The Company shall provide facilities for the wellbeing of its employees including those with special needs.
  • The Company shall ensure timely payment of wages and salaries.
  • The Company shall provide a workplace environment that is safe, hygienic and which u pholds the dignity of the employees.
  • The Company shall ensure continuous skill and competence upgrading of all employees by providing access to necessary learning opportunities, on an equal and nondiscriminatory basis.

4. DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5. IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the group across all levels and shall be displayed on the Company's website.
  2. The BR Head of the Company shall be responsible for ensuring that the policy is implemented throughout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be r eported to priyanka.pahuja@redtapeindia.com

6. MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision/ amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and/ or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT: BRR - STAKEHOLDER ENGAGEMENT POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2

4

DEVIATIONS

2

5

IMPLEMENTATION

2-3

6

MODIFICATION/ AMENDMENT

3

1. Objective:

Mirza International Limited believes in the principle that the interest of all stakeholders must be protected and at the same time, company must be responsive towards them, especially those who are disadvantaged, vulnerable and marginalized. Mirza International Limited believes that stakeholder engagement leads to increased transparency, responsiveness, compliance, organizational learning, quality management, accountability and sustainability.

2 . SCOPE:

This policy is applicable to the business divisions of Mirza International Limitedv{hereinafter referred as "the Company") and its business associates, subsidiaries, joint ventu res, suppliers, contractors, NGOs and other entities which are directly dealing with the Company either in the business operations or in its CSR activities.

3. POLICY:

  1. The Company shall understand the concerns of its stakeholders, define its purpose and scope of engagement, and commit to engaging with them.
  2. The Company shall acknowledge, assume responsibility and be transparent about the impact of their policies, decisions, product & services and associated operations on the stakeholders.
  3. The Company shall. strive to give special attention to stakeholders in areas that are underdeveloped as a part of CSR.
  4. The Company shall resolve differences with stakeholders in a just, fair and equitable manner.

4 . DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5. IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the Company across all levels and shall be displayed on the Company's website.
  2. The BR Head of the Company shall be responsible for en suring that the policy is implemented throughout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported at priyanka.pahuja@redtapeindia.com

6 . MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision / amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and/ or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT: BRR - HUMAN RIGHTS POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2

4

DEVIATIONS

2

5

IMPLEMENTATION

3

6

MODIFICATION/ AMENDMENT

3

1. Objective:

It is a fundamental responsibility of Mirza International Limited as a Company to conduct our business in a manner that respects the rights and dignity of all people. We are committed to respecting fundamental human rights in our operations, our value chain, and in the communities where we operate.

2 . SCOPE:

This policy is applicable to the business divisions of Mirza International Limited (hereinafter referred as "the Company") and its business associates, subsidiaries, joint ventures and other entities which are directly dealing with the Company either in the business operations.

3 . POLICY DETAILS:

3. 1 Respect for Human Rights

The Company shall recognize and respect the human rights of all relevant stakeholders and groups, including that of communities, consumers and vulnerable and marginalized groups.

3.2 Community & Stakeholder Engagement

The Company recognizes its impact on the communities in which it operates. We are committed to engaging with stakeholders in those communities to ensure that we are listening to, learning from and taking into account their views as we conduct our business.

3.3 Freedom of Association and Collective Bargaining

The Company respects our employees' right to join, form or not to join a labour union without fear of reprisal, intimidation or harassment. Where employees are represented by a legally recognized union, we are committed to establishing a constructive dialogue with their freely chosen representatives.

3 .4 Safe and Healthy Workplace:

We are dedicated to maintaining a productive workplace by minimizing the risk of accidents, injury and exposure to health risks.

4 . DEVIATIONS:

The Company shall encourage all its stakeholders to abide by this Policy at all times.

5. IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the Company across all levels and shall be displayed on the Company's website.
  2. The BR Head of the Company shall be responsible for ensuring that the policy is implemented throughout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported at priyanka.pahuja@redtapeindia.com

6 . MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision / amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and/ or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT: BRR - PRESERVATION OF ENVIRONMENT POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2-3

4

DEVIATIONS

3

5

IMPLEMENTATION

3

6

MODIFICATION/ AMENDMENT

3

1. OBJECTIVE:

The Company places highest corporate priority in ensuring and adhering to best procedures relating to environment protection. Mirza International Limited sets high standards in the area of environmental responsibility striving for performance that does not merely comply with regulations but reduces environmental impacts. Mirza International Limited believes that it has a responsibility to take care of the planet and preserve its beauty, resources and strength for future generations.

2 . SCOPE:

This policy is applicable to the business divisions of the Mirza International .Limited (hereinafter referred as "the Company") and its business associates, subsidiaries, joint ventures, suppliers, contractors, NGOs and other entities which are directly dealing with the Company either in the business operations.

3 . POLICY:

Mirza International Limited is committed to -

  1. Ensure that the products we sell and the packaging are safe for our employees, consumers, customers and environment;
  2. Develop systems to assess and reduce the impact of our operations on the environment ensuring sustainability by implementing good international industry practices on environment like World Bank Group environment guidelines;
  3. Meet and exceed the requirements of applicable national environmental laws, regulations and other stakeholders through an effective environmental management system across the Company;
  4. Set continual improvement objectives and targets, provide adequate resources and review this periodically to ensure that these are met at individual units and corporate levels;
  5. Take account of environment care in pla~ning and decision making in all its business processes;
  6. We support the preservation of resources and encourage the mantra "Reduce, Reuse and Recycle";
  7. Institute and implement a system of regular environment audit in order to ensure compliance with laid down policy;
  8. Ensure that subsidiaries and JV partners, if any will implement environment management systems commensurate to the risks and impacts of their operations;
  9. Communicate about environment policy to all stakeholders like consumers, customers, employees, communities, public interest groups and provide with the relevant and appropriate factual information about the quality of products, packaging, operations and work;
  10. Endeavour to develop responsible care environment guidelines among our primary suppliers.

4. DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5 . IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the Company across all levels and shall be displayed on the Company's website.
  2. The BR Head of the Company shall be responsible for ensuring that the policy is implemented throughout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported to priyanka.pahuja@redtapeindia.com

6 . MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision / amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and / or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT : BRR - RESPONSIBLE ADVOCACY POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2

4

DEVIATIONS

2

5

IMPLEMENTATION

2

6

MODIFICATION/ AMENDMENT

2-3

1. OBJECTIVE:

Mirza International Limited believes that a lot can be achieved by the Company, if it works together with the Government, legislators, trade bodies and regulators to create positive social and environmental outcomes. Mirza International Limited has always strived to create a positive impact in the business eco-system and communities by practicing pro-active advocacy not for securing certain benefits for industry, but for advocating certain best practices for the benefit of society at large. Mirza International Limited engages with industry bodies and associations to influence public and regulatory policy in a responsible manner.

2 . SCOPE:

This policy is applicable to the business divisions of Mirza International Limited (hereinafter referred as "the Company") and its business associates, subsidiaries, joint ventures and other entities which are directly dealing with the Company either in the business operations.

3 . POLICY:

  1. The Company shall work with industry organisations that are engaged in policy advocacy in a responsible manner;
  2. The Company shall ensure that policy advocacy is conducted ethically.
  3. Recognise our responsibility to respect human rights and avoid complicity in human rights abuses.

4. DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5 . IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the Company across all levels and shall be displayed on the Company's website.
  2. The BR Head, through the Company Secretary of the Company shall be responsible for ensuring that the policy is implemented throughout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported to priyanka.pahuja@redtapeindia.com

6 . MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision/ amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and/ or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT: BRR - INCLUSIVE GROWTH & EQUITABLE DEVELOPMENT POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2

4

DEVIATIONS

2

5

IMPLEMENTATION

2

6

MODIFICATION/ AMENDMENT

3

1. OBJECTIVE:

Mirza International Limited has always believed to ensure protection of interests of allcstakeholders of the Company at the same time maintaining healthy growth of the Company. In compliance with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has adopted a CSR Policy through which it undertakes the projects in accordance with Schedule VII of the Companies Act, 2013.

2 . SCOPE:

This policy is applicable to the business divisions of Mirza International Limited (hereinafter referred as "the Company").

3 . POLICY:

  1. The Company shall innovate and invest in products, technologies and processes that promote the wellbeing of society.
  2. The Company shall make efforts to complement and support the development priorities at local and national levels and assure appropriate resettlement and rehabilitation of communities who have been displaced owing to their business operations.
  3. The Company shall be sensitive to local concerns while operating in regions that are underdeveloped.

4. DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5 . IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the Company across all levels and shall be displayed on the Company's website.
  2. The BR Head shall be responsible for ensuring that the policy is implemented throughout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported to priyanka.pahuja@redtapeindia.com

6 . MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision/ amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and/or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)
MIRZA INTERNATIONAL LIMITED
SUBJECT: BRR - CUSTOMER VALUE POLICY

EFFECTIVE DATE

10TH NOVEMBER, 2020

APPLICABILITY OF POLICY

STAKEHOLDERS

CONTENTS

S.NO CONTENT PAGE

1

OBJECTIVE

2

2

SCOPE

2

3

POLICY

2

4

DEVIATIONS

2

5

IMPLEMENTATION

2-3

6

MODIFICATION/ AMENDMENT

3

1. OBJECTIVE:

Mirza International Limited is a consumer centric company and the foundation of the company is based on the trust, satisfaction and loyalty of our consumers across the world. Mirza International Limited is dedicated to delivering products that attracts customers and meet their need. gaps. Mirza International Limited's products are the result of understanding consumers' needs, through innovative technology by combining generations of practical experience with a continuous flow of new knowledge.

2 . SCOPE:

This policy is applicable to the business divisions of Mirza International Limited (hereinafter referred as "the Company") and its business associates, subsidiaries, joint ventures, suppliers, contractors, NGOs and other entities which are directly dealing with the Company in the business operations.

3 . POLICY:

  1. The Company shall take into account the overall well-being of the customers and that of society.
  2. The Company shall ensure that it does not restrict the freedom of choice and free competition in any manner while designing, promoting and selling its products.
  3. The Company shall disclose all information truthfully and factually as per applicable laws, through labelling and other means, including the risks to the individual and to the society from the use of the products, so that the customers can exercise their freedom to consume in a responsible manner.
  4. The Company shall educate its customers on the safe and responsible usage of its products and services.
  5. The Company shall promote and advertise its products in ways that do not mislead or confuse the consumers.
  6. The Company shall provide an adequate consumer feedback mechanism to address customer concerns and feedback.

4. DEVIATIONS:

The Company shall ensure compliance to this policy at all times.

5 . IMPLEMENTATION:

  1. The policy shall be appropriately communicated within the group across all levels and shall be displayed on the Company's website.
  2. The BR Head of the Company shall be responsible for ensuring that the policy is implemented throughout the Company.
  3. The BR Head shall also provide an annual declaration as to the compliance of the Policy.
  4. Compliance with the Policy shall be monitored and evaluated by the Chief Financial Officer and Company Secretary on a regular basis.
  5. Any grievances/ complaints with respect to violation of the policy shall be reported to priyanka.pahuja@redtapeindia.com

6 . MODIFICATION/ AMENDMENT

Any or all provisions of this Policy would be subject to revision/ amendment in accordance with the guidelines on the subject as may be issued by the Central Government, or Ministry of Corporate Affairs or Securities and Exchange Board of India and/ or any other statutory authorities, from time to time.

APPROVED BY:
Mr. Tauseef Ahmad Mirza
(Whole Time Director)
To be monitored by:
Ms. Priyanka Pahuja
(Company Secretary & Compliance Officer)

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.

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.

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 / 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.

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 – Mr. V.T. Cherian

E-MAIL ID - cherian@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.

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.

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 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 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 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 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.

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.

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Preamble

In accordance with the provisions of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall familiarise the Independent Directors through various programmes about the Company, including nature of the Industry in which the Company operates, Business model of the Company, their roles, rights and responsibilities and other relevant information.

Overview of the Familiarisation Programme

The familiarisation programme for the Independent Directors of the Company is designed to help them to gain a deep understanding of the Company, its stakeholders, senior management, operations, policies, industry perspective and issues.

The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices from time to time.

The Company also provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and periodic presentations are made at the Board and its Committee Meetings to help Independent Directors understand the Company’s strategy, business model, operations, service and product offerings, markets, organisation structure, facilities and risk management and such other areas.

Independent Directors are promptly apprised on relevant amendments/changes in the applicable statutes to enable them to ensure compliances thereof.

Each Director of the Company has complete access to any information relating to the Company. They are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry segments of which it is a part.

In accordance with Regulation 46(2)(i) of the Listing Regulations, following are the details of the Familiarization programmes conducted for the Independent Directors:

S.No. Particulars of the Programme during FY 2019-20 Name of the Independent Director No. of Programmes Attended No. of hours spent
2019-20 Cumulative since 2015 2019-20 Cumulative since 2015
1. Key impact of the economy crisis on the operations of the Company for the Financial Year 2019-2020 Mr. Sudhindra Kumar Jain 1 5 1 hour 30 minutes 7 hours 30 minutes
2. Mr. Qazi Salam Noorus 1 4 1 hour 30 minutes 6 hours
3. Dr. Yashvir Singh 1 3 1 hour 30 minutes 4 hours 30 minutes
4. Mr. Sanjay Bhalla* 1 1 1 hour 30 minutes 1 hour 30 minutes
5. Mr. Sanjiv Gupta^ 1 1 1 hour 30 minutes 1 hour 30 minutes
6. Ms. Saumya Srivastava* 1 1 1 hour 30 minutes 1 hour 30 minutes
7. Mr. Pashupati Nath Kapoor# NA 4 NA 6 hours
8. Ms. Vinita Kejriwal# NA 4 NA 6 hours
9. Mr. Subhash Sapra& NA 2 NA 3 hours

*Appointed as Independent Directors w.e.f. 9th August, 2019.

^Appointed as Independent Director w.e.f. 12th November, 2019.

#Ceased to be Independent Directors w.e.f. 19th September, 2019.

&Ceased to be Independent Director w.e.f. 12th November, 2019.

SCHEME OF AMALGAMATION OF GEPL WITH MIRZA INTERNATIONAL LIMITED

Scheme of Amalgamation

Scheme of Amalgamation

Revised Post Merger SHP

Revised Post Merger SHP

Complaint Report

Complaint Report

Approval of Draft Scheme of Amalgamation (NSE)

Approval of Draft Scheme of Amalgamation (NSE)

Approval of Draft Scheme of Amalgamation (BSE)

Approval of Draft Scheme of Amalgamation (BSE)

Approval of Modified Share Exchange Ratio (NSE)

Approval of Modified Share Exchange Ratio (NSE)

Approval of Modified Share Exchange Ratio (BSE)

Approval of Modified Share Exchange Ratio (BSE)

Addendum to Fairness Opinion

Addendum to Fairness Opinion

Addendum to Valuation Report

Addendum to Valuation Report

Supplementary Audit Committee

Supplementary Audit Committee

Revised Draft Scheme of Amalgamation

Revised Draft Scheme of Amalgamation

Complaint Report (NSE)

Complaint Report (NSE)

Complaint Report (BSE)

Complaint Report (BSE)

Observation Letters (NSE)

Observation Letters (NSE)

Observation Letters (BSE)

Observation Letters (BSE)

Shareholder Booklet

Shareholder Booklet

Outcome of Court Convened Meeting

Outcome of Court Convened Meeting

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

Postal Ballot/E Voting

Advertisement of Petition

Advertisement of Petition

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

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

Formal Order 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(NSE)

Submission of Documents post approval of Amalgamation(BSE)

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

Fabricators Private Limited

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

Hi-Life Fabricators Private Limited

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

Submission of Draft Scheme

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

Intimation under regulation 30