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:

^*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:

^*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:

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:

^*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:

^*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:

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

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

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

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

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

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

^*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:

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

^#Mr. Sanjay Bhalla was appointed as the Member of the Committee w.e.f. 9^th 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:

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

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

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, 18^th 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

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:

Distribution Schedule as on 31st March, 2020

Category of Shareholders as on 31st March, 2020

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:

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 31^st 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

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:

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

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.

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.

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.

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.

CERTIFICATE ON CORPOcodRATE 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.

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:

^*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:

^*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:

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:

^*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:

^*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:

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

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

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

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

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

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

^*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:

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

^#Mr. Sanjay Bhalla was appointed as the Member of the Committee w.e.f. 9^th 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:

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

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

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, 18^th 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

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:

Distribution Schedule as on 31st March, 2020

Category of Shareholders as on 31st March, 2020

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:

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 31^st 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

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:

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

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.

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.

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.

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.

CERTIFICATE ON CORPOcodRATE 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.

REPORT ON CORPORATE GOVERNANCE

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

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

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

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

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

2. BOARD OF DIRECTORS

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

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

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

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

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

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

Notes:

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

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

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

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

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

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

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

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

3. COMMITTEES OF THE BOARD

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

(a) AUDIT COMMITTEE

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

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

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

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

(b) NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

Performance evaluation criteria for Independent Directors -

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

Areas of Evaluation

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

(c) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

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

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

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

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

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

4. REMUNERATION OF DIRECTORS

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

A. NON EXECUTIVE DIRECTORS

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

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

B. EXECUTIVE DIRECTORS

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

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

5. GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

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

DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL BALLOT PROCESS:

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

6. MEANS OF COMMUNICATION:

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

7. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting

Date:28th September, 2017

Time: 01:00 P.M

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

Financial Calendar (2017-18) (tentative)

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

LISTING ON STOCK EXCHANGES

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

MARKET PRICE DATA

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

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

REGISTRAR AND SHARE TRANSFER AGENT

KARVY COMPUTERSHARE PVT. LTD.

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

SHARE TRANSFER SYSTEM :

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

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

DISTRIBUTION SCHEDULE AS ON MARCH 31, 2017:

SHAREHOLDING PATTERN AS ON MARCH 31, 2017:

DEMATERIALISATION OF SHARES AND LIQUIDITY:

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

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

Not applicable.

Company use Forward Contracts for hedging the risk.

WORKS LOCATIONS OF THE COMPANY:

ADDRESS FOR CORRESPONDENCE:

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

DISCLOSURES:

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

8. DETAILS OF SHAREHOLDERS SUSPENSE ACCOUNT

CERTIFICATE OF COMPLIANCE WITH CODE OF CONDUCT

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

COMPLIANCE CERTIFICATE

To
The Board of Directors
Mirza International Limited

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

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

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

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

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:

^*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:

^*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:

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:

^*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:

^*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:

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

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

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

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

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

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

^*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:

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

^#Mr. Sanjay Bhalla was appointed as the Member of the Committee w.e.f. 9^th 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:

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

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

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, 18^th 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

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:

Distribution Schedule as on 31st March, 2020

Category of Shareholders as on 31st March, 2020

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:

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 31^st 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

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:

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

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.

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.

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.

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.

CERTIFICATE ON CORPOcodRATE 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.

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: