REPORT ON CORPORATE GOVERNANCE

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

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

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

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

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

2. BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

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

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

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

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

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

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

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

3. COMMITTEES OF THE BOARD

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

(a) AUDIT COMMITTEE

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

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

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

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

Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:

Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by management;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any Related Party Transactions;

Qualifications in Draft Audit Report

Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the Company with Related Parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the listed entity, wherever it is necessary;

Evaluation of Internal Financial Controls and Risk Management Systems;

Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;

Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit;

Discussion with Internal Auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the Whistle Blower Mechanism;

Approval of appointment of Chief Financial Officer after assessing the Qualifications, experience and background, etc. of the candidate;

The Audit Committee shall mandatorily review the following information:

Management discussion and analysis of financial condition and results of operations;

Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;

Internal Audit Reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

Statement of deviations:

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(b) NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

Devising a Policy on diversity of Board of Directors;

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

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

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

Name of Member Category
Mr. P.N. Kapoor (Chairman) Non Executive, Independent Director
Mr. Q.N Salam (Member) Non Executive, Independent Director
Dr. Yashvir Singh (Member) Non Executive, Independent Director
Mr. Sudhindra Kumar Jain (Member) Non Executive, Independent Director
Performance evaluation criteria for Independent Directors -

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

Areas of Evaluation

Attendance & participation

Code of Conduct

Interpersonal Skills

Updation & Awareness

Understanding & Contribution

Vigil-Mechanism

Opinions & Suggestions

Leadership Skills

Team Work

Compliances

(c) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

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

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

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

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

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

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

4. REMUNERATION OF DIRECTORS

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

A. NON EXECUTIVE DIRECTORS

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

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

B. EXECUTIVE DIRECTORS

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

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

The last three Annual General Meetings were held as under:

Year Date Type of meeting Venue Time
2013-14 20.09.2014 Annual General Meeting Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur. 12:00 Noon
2014-15 29.09.2015 Annual General Meeting Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur. 01:00 P.M
2014-16 29.09.2016 Annual General Meeting Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur. 01:00 P.M.
Details of Special Resolutions passed in the last three Annual General Meetings is given hereunder:
Date of Annual General Meeting Particulars of Special Resolutions passed in the last three Annual General Meetings
20th September, 2014 Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2014.

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

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

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

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

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

Adoption of New Articles of Association of the Company.

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

Entering into Related Party Transactions up to the maximum per annum amount.
DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL BALLOT PROCESS:

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

6. MEANS OF COMMUNICATION:

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

7. GENERAL SHAREHOLDER INFORMATION:

• Annual General Meeting

Date : 28th September, 2017
Time : 01:00 P.M.
Venue : Auditorium of Council for Leather Exports, HBTI, Nawabganj, Kanpur

• Financial Calendar (2017-18) (tentative)

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

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

LISTING ON STOCK EXCHANGES

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

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

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

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

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

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

• REGISTRAR AND SHARE TRANSFER AGENT

KARVY COMPUTERSHARE PVT. LTD.

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

• SHARE TRANSFER SYSTEM :

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

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

DISTRIBUTION SCHEDULE AS ON MARCH 31, 2017:
No. of equity shares No of shareholders % of shareholders Amount % Amount
up to 1 - 5000 40530 96.77 26494156.00 11.01
5001 - 10000 724 1.73 5367674.00 2.23
10001 - 20000 319 0.76 4765556.00 1.98
20001 - 30000 97 0.23 2412086.00 1.00
30001 - 40000 51 0.12 1784874.00 0.74
40001 - 50000 26 0.06 1181892.00 0.49
50001 - 100000 69 0.16 5009704.00 2.08
100001 & above 68 0.16 193596058.00 80.46
Total 41884 100.00 240612000.00 100.00
SHAREHOLDING PATTERN AS ON MARCH 31, 2017:
Category Cases Shares % of holding
Banks 3 81953 0.07
Clearing Members 105 704968 0.59
Foreign Institutional Investor 1 13545 0.01
Foreign Portfolio Investors 10 496518 0.41
H U F 869 842445 0.70
Indian Financial Institutions 1 101900 0.08
Indian Mutual Funds 1 1000 0.00
Bodies Corporate 594 6636857 5.52
Mutual Funds 2 4500 0.00
NBFC 7 46935 0.04
Non Resident Indians 475 578189 0.48
NRI Non- Repatriation 475 578189 0.48
Company Promoters 22 88755981 73.78
Resident individuals 39664 21705682 18.04
Trusts 1 2500.00 0.00
41884 120306000 100.00
DEMATERIALISATION OF SHARES AND LIQUIDITY:

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

Particulars No. of shares Percentage
Physical Segment 899367 0.75
Demat Segment
NSDL 109756411 91.23
CDSL 9650222 8.20
Total 120306000 100.00
OUTSTANDING GDRS /ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

Not applicable.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Company use Forward Contracts for hedging the risk.

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

Shareholders correspondence should be addressed to our Registrar & Share Transfer Agents at the address mentioned above. Contact Persons: 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.

The Company has complied with all the requirement of Corporate Governance Report.

The Company has presently not adopted certain non-mandatory requirements in regard to maintenance of Non Executive Chairman’s Office, sending half-yearly declaration of financial performance to each household of shareholders and reporting of Internal Auditors directly to the Audit Committee. However, other non mandatory requirements viz. separate posts of the Chairman and Chief Executive Officer and regime of unqualified financial statements has generally been complied with.

The Company has complied all the requirements of Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015.

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

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

CERTIFICATE OF COMPLIANCE WITH CODE OF CONDUCT

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

For Mirza International Limited
Place: Kanpur
Date:30.05.2017
Rashid Ahmed Mirza
Managing Director
COMPLIANCE CERTIFICATE

The Board of Director of
Mirza International Limited

We have examined the compliance of conditions of Corporate Governance by Mirza International Limited (“the Company”) for the year ended 31st March, 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.

For K.N. SHRIDHAR & ASSOCIATES
Company Secretaries

(K. N. SHRIDHAR) FCS
PROPRIETOR
FCS No.:3882
C.P.: 2612
Place: Kanpur
Date: May, 30, 2017
Annexure IV
REPORT ON CORPORATE GOVERNANCE

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

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

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

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

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

2. BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

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

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

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

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

3. COMMITTEES OF THE BOARD
(a) AUDIT COMMITTEE

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

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

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

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

Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:

Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by management;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any Related Party Transactions;

Qualifications in Draft Audit Report

Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the Company with Related Parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the listed entity, wherever it is necessary;

Evaluation of Internal Financial Controls and Risk Management Systems;

Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;

Reviewing the adequacy of Internal Audit Function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit;

Discussion with Internal Auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the Whistle Blower Mechanism;

Approval of appointment of Chief Financial Officer after assessing the Qualifications, experience and background, etc. of the candidate;

The Audit Committee shall mandatorily review the following information:

Management discussion and analysis of financial condition and results of operations;

Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by management;

Internal Audit Reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

Statement of deviations:

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(b) NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

Devising a Policy on diversity of Board of Directors;

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

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

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

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

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

Areas of Evaluation

Attendance & participation

Code of Conduct

Interpersonal Skills

Updation & Awareness

Understanding & Contribution

Vigil-Mechanism

Opinions & Suggestions

Leadership Skills

Team Work

Compliances

(c) SHARE TRANSFER AND INVESTORS GRIEVANCE COMMITTEE :

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

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

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

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

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

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

4. REMUNERATION OF DIRECTORS

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

A. NON EXECUTIVE DIRECTORS

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

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

B. EXECUTIVE DIRECTORS

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

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

The last three Annual General Meetings were held as under:

Year Date Type of meeting Venue Time
2012-13 28.09.2013 Annual General Meeting Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur. 01:00 P.M.
2013-14 20.09.2014 Annual General Meeting Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur. 12:00 Noon
2014-15 29.09.2015 Annual General Meeting Auditorium of council for Leather Exports, Nawabganj, HBTI Campus, Kanpur. 01:00 P.M
Details of Special Resolutions passed in the last three Annual General Meetings is given hereunder:
Date of Annual General Meeting Particulars of Special Resolutions passed in the last three Annual General Meetings
20th September, 2014 Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2014.

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

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

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

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

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

Adoption of New Articles of Association of the Company.

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

Entering into Related Party Transactions up to the maximum per annum amount.
DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL BALLOT PROCESS:

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

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

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

6. MEANS OF COMMUNICATION:

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

7. GENERAL SHAREHOLDER INFORMATION:

• Annual General Meeting

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

• Financial Calendar (2016-17) (tentative)

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

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

LISTING ON STOCK EXCHANGES

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

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

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

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

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

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

• REGISTRAR AND SHARE TRANSFER AGENT

KARVY COMPUTERSHARE PVT. LTD.

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

• SHARE TRANSFER SYSTEM :

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

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

DISTRIBUTION SCHEDULE AS ON 31ST MARCH 2016:
No. of equity shares No of shareholders % of shareholders Amount % Amount
up to 1 - 5000 25512 95.60 18524040.00 8.55
5001 - 10000 605 2.27 4556498.00 2.10
10001 - 20000 273 1.02 4155376.00 1.92
20001 - 30000 86 0.32 2183570.00 1.01
30001 - 40000 46 0.17 1644580.00 0.76
40001 - 50000 19 0.07 847658.00 0.39
50001 - 100000 59 0.22 4322234.00 2.00
100001 & above 84 0.31 180378044.00 83.27
Total 26684 100.00 216612000.00 100.00
SHAREHOLDING PATTERN AS ON 31ST MARCH 2016:
Category Cases Shares % of holding
Banks 3 92485 0.09
Clearing Members 116 160505 0.15
Foreign Institutional Investor 4 317224 0.29
Foreign Portfolio Investors 7 352729 0.33
H U F 529 679658 0.63
Indian Financial Institutions 1 72813 0.07
Indian Mutual Funds 1 1000 0.00
Bodies Corporate 567 9891715 9.13
Mutual Funds 3 1246823 1.15
NBFC 4 17500 0.02
Non Resident Indians 355 724041 0.67
Company Promoters 21 76755981 70.87
Resident individuals 25072 17991026 16.61
Trusts 1 2500 0.00
26684 108306000 100.00
DEMATERIALISATION OF SHARES AND LIQUIDITY:

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

Particulars No. of shares Percentage
Physical Segment 922872 0.86
Demat Segment
NSDL 98498003 90.94
CDSL 8885125 8.20
Total 108306000 100.00
OUTSTANDING GDRS /ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

Not applicable.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Company use Forward Contracts for hedging the risk.

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

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

DISCLOSURES:

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

During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any other Statutory Authority for non-compliance of any matter related to the Capital Markets.

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy for developing a culture where it is safe for all Directors/Employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows unrestricted access to all employees and other to approach the Audit Committee and there has been no instance during the year where any personnel has been denied access to the Audit Committee.

The Company has complied with all mandatory requirements and adopted part of non-mandatory requirements of SEBI (LODR) Regulations, 2015.

The Company does not have Subsidiary / Material Subsidiary. Further, a Policy on Related Party Transactions is posted on the website of the Company and is available at the web link http://mirza.co.in/policy.html

During the Financial Year ended on 31st March, 2016 the Company did not engage in commodity hedging activities.

The Company has complied with all the requirement of Corporate Governance Report.

The Company has presently not adopted certain non-mandatory requirements in regard to maintenance of Non Executive Chairman’s Office, sending half-yearly declaration of financial performance to each household of shareholders and reporting of Internal Auditors directly to the Audit Committee. However, other non mandatory requirements viz. separate posts of the Chairman and Chief Executive Officer and regime of unqualified financial statements has generally been complied with.

The Company has complied all the requirements of Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015.

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

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

CERTIFICATE OF COMPLIANCE WITH CODE OF CONDUCT

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

For Mirza International Limited
Place: Kanpur
Date:30.07.2016
Rashid Ahmed Mirza
Managing Director
COMPLIANCE CERTIFICATE

The Board of Director of
Mirza International Limited

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

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

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

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

For K.N. SHRIDHAR & ASSOCIATES
Company Secretaries

(K. N. SHRIDHAR) FCS
PROPRIETOR
FCS No.:3882
C.P.: 2612
Place: Kanpur
Date: May, 02, 2016
1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE:

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

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

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

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

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

Other relevant details of Directors are as follows :

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

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

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

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

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

Disclosures regarding appointment/re-appointment of Directors

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

NUMBER OF BOARD MEETING
Dates on which the Board Meetings were held Total Strength of the Board No. of Directors Present
24th May, 2014 12 10
24th July, 2014 12 12
8th November, 2014 13 10
23rd January, 2015 13 10
3rd February, 2015 13 10
DIRECTORS ATTENDENCE RECORDS
Name of Members Attendance at the Board Meetings held on     Attendance at the AGM held on 20th Sept’14
24/05
/2014
24/07
/2014
08/11
/2014
23/01
/2015
03/02
/2015
20/02
/2015
03/03/15 11/03/15  
Mr. Irshad Mirza Y Y Y Y Y Y Y Y Y
Mr. Rashid Ahmed Mirza Y Y N N Y N N Y N
Mr. Shahid Ahmad Mirza Y Y Y Y Y Y Y Y Y
Mr. Tauseef Ahmad Mirza Y Y N N N N N N Y
Mr. Tasneef Ahmad Mirza Y Y N Y Y Y Y Y Y
Mr. N.P. Upadhayay Y Y Y Y Y N N Y Y
Mr. Sudhindra Kumar Jain Y Y Y Y Y Y Y Y Y
Mr. Islam Ul Haq Y Y Y Y Y Y Y Y Y
Mr. Q.N.Salam Y Y Y Y Y N Y Y Y
Mr. P.N. Kapoor Y Y Y Y Y Y Y Y Y
Mr. Yashveer Singh N Y Y Y N N Y Y Y
Mr. Subhash Sapra N Y Y N N N N N Y
Mr. Vinita Kejriwal - - Y Y N N Y Y Y
3. COMMITTEES OF THE BOARD:
(a) AUDIT COMMITTEE

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

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

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

(b) NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

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

4. REMUNERATION POLICY :

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

A. Non-Executive Directors

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

B. Executive Directors

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

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

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

5. GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

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

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

Date of Annual General Meeting Particulars of Special Resolutions passed in the last Three Annual General Meetings
29th September, 2012
Appointment of Dr. Yashvir Singh as Independent Director of the Company.
20th September, 2014
Re-appointment of Mr. Irshad Mirza as Executive Chairman of the Company for the period of 3 years w.e.f. 01.10.2014.
Re-appointment of Mr. Rashid Ahmed Mirza as Managing Director of the Company on increased remuneration for a period of 3 years w.e.f. 01.10.2014.
Re-appointment of Mr. Shahid Ahmad Mirza, Mr.Tauseef Ahmad Mirza, Mr.Tasneef Ahmad Mirza, Mr. N.P. Upadhyay as Whole-Time Directors of the Company on increased remuneration for the period of 3 years w.e.f. 01.10.2014.
Re-appointment of Mr. Shuja Mirza as President (Marketing) of the Company for a period of 3 years w.e.f. 01.10.2014.
Re-appointment of Mr. Faraz Mirza as President (Production) of the Company for a period of 3 years w.e.f. 01.10.2014.
Increase in Borrowing powers and Creation of Charge on Company's Properties.
Adoption of New Articles of Association of the Company.
Keeping of Register of Members together with Index of Members at the office of Registrar and Share Transfer Agents of the Company.
Entering into Related Party Transactions upto the maximum per annum amounts.

DETAILS OF RESOLUTION PASSED THROUGH POSTAL BALLOT PROCESS:

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

Increase in the Borrowing Powers of the Board.

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

6. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

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

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

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

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

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

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

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

8. CODE OF CONDUCT:

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

9. GENERAL SHAREHOLDER INFORMATION:

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

Annual General Meeting :

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

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

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

Listing on Stock Exchanges

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

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

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

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

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

11. MEANS OF COMMUNICATION:

The Quarterly and Annual results are published in widely circulating national & local dailies such as Financial Express and DainikAaj (in Hindi). These are not sent individually to the shareholders.

The Company’s results and other related information are displayed on the Company’s web site- www.mirza.co.in.

Management Discussion and Analysis Report forms part of Directors' Report.

12. REGISTRAR & TRANSFER AGENTS :

KARVY COMPUTERSHARE PVT. LTD.
Karvy Selenium Tower B, 6th Floor
Plot no. 31-32 Gachibowli Financial District,
Nanakaramguda , Hyderabad-500 032
Tel: +91-40-67161563
Fax: +91-40-23114087

13. SHAREHOLDING PATTERN & DISTRIBUTION SCHEDULE AS ON 31ST MARCH 2015:
Category Number of Shares % of Shares
1. Promoters Holding    
a) Indian Promoters 61155981 65.97
b) Foreign Promoters 0 0
Sub Total 61155981 65.97
2. Non Promoters Holding    
a) Mutual Funds & UTI 5500 0.01
b) Banks, FIs, Insurance Cos 132222 0.14
c) FII ’s 0 0
Sub Total 137722 0.15
1. Others    
a) Private Corporate Bodies 9658418 10.42
b) Individual/ HUF 20038007 21.61
c) NRI ’s / OCBs 934974 1.01
d) Clearing Members / Trust 780898 0.84
Sub Total 31412297 33.88
13. Distribution Schedule as on 31/03/2015:
Category Shareholders Nominal Value
From To Number % Cases Amount Amount (%)
1 5000 21937 94.15 18737518 10.11%
5001 10000 695 2.98 5235160 2.82%
10001 20000 328 1.41 4903394 2.64%
20001 30000 99 0.42 2490562 1.34%
30001 40000 55 0.24 2007326 1.08%
40001 50000 33 0.14 1513548 0.82%
50001 100000 65 0.28 4934848 2.66%
100001 & Above 89 0.38 145589644 78.52%
TOTAL 23301 100.00 185412000.00 100.00
14. SHARE TRANSFER SYSTEM :

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

15. DEMATERIALISATION OF SHARES AND LIQUIDITY:

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

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

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

17. SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL :

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

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

Not applicable.

19. WORKS LOCATIONS OF THE COMPANY:
Kanpur- Unnao Link Road, Magarwara, Unnao- 209 801
Kanpur- Unnao Link Road, Shajani, Unnao- 209 801
Plot No. C-4, 5, 36 & 37, Sector-59, NOIDA-201 303
UPSIDC Industrial Area , Site II, Unnao- 209 801
Plot No. 1A, Ecotech-1, Extn. 1, Greater Noida
20. UNPAID DIVIDEND:

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

21. ELECTRONIC CLEARING SERVICE:

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

DECLARATION

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

Place : Kanpur
Date : May 29, 2015
RASHID AHMED MIRZA
Managing Director
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Board of Directors,

Mirza International Limited.

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

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

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

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

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

Place : Kanpur
Date : May 29, 2015
For Khamesra Bhatia & Mehrotra
Chartered Accountants
(Firm Registration No. 00410C)
ANAND SAXENA
Partner
INTRODUCTION

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

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

The Company thus believes that:-

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

1. COMPLIANCE WITH APPLICABLE LAWS

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

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

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

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

2. CONFLICT OF INTEREST:

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

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

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

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

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

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

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

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

3. CONDUCT OF BUSINESS RELATIONSHIPS

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

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

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

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

4. DUTIES OF DIRECTORS

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

• Act in good faith in order to promote the objects of the company for the benefit of all its stakeholders

• Avoid situations causing direct or indirect conflict of interest, with the interest of the company

• Avoid achieving or attempting to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates

• Exercise due and reasonable care, skill, diligence and independent judgment while performing the duties

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

5. DUTIES OF INDEPENDENT DIRECTORS

In addition to the duties prescribed for the Directors, the Independent Directors of the Company are also bound by the mandatory “Code for Independent Directors” provided under Schedule IV of Companies Act, 2013, as amended from time to time. Some of the important duties and functions stipulated under the code include:

• to be aware about the Company and the external environment in which it operates;

• to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company

• to seek appropriate clarifications of information circulated and, appropriate professional advice and opinion of outside experts, wherever desired;

• strive to attend all meetings of the Board of Directors and of the respective Board committees and of other stakeholders;

• participating constructively and actively in the respective committees of the Board

• to communicate their concerns and reservations about the running of the Company or any proposed action, and get the same documented in a desirable manner

• ensuring adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company

• to satisfy themselves about the adequacy and functionality of vigil mechanism and ensure that the interests of the whistle blower is adequately protected

• to proactively report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct;

• to act in the best interest of the Company and its other stakeholders

• to ensure that the confidential information, including commercial secrets, technologies, advertising and sales promotion plans, Unpublished Price Sensitive Information are not disclosed, unless specifically required by the Board or under statue.

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

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

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

7. NON CASH TRANSACTIONS INVOLVING DIRECTORS

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

8. INTELLECTUAL PROPERTY

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

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

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

9. PRIVACY AND CONFIDENTIALITY

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

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

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

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

10. PROHIBITION IN INSIDER TRADING

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

11. CORPORATE OPPORTUNITIES

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

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

• using the Company’s property, information, or position for personal gain;

• competing with the Company

12. INTERACTION WITH MEDIA

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

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

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

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

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

13. FRAUDULENT AND UNFAIR PRACTICES IN THE SECURITIES MARKET

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

14. FAIR DEALING

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

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

15. BRIBERY AND CORRUPTION

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

16. PROHIBITION ON FORWARD DEALING IN SECURITIES

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

17. MONEY LAUNDERING

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

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

18. HEALTH, SAFETY AND ENVIRONMENT

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

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

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

19. FREE AND FAIR COMPETITION / ANTITRUST

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

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

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

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

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

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

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

21. MAXIMUM NUMBER OF DIRECTORSHIPS

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

22. APPLICABILITY OF THE CODE

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

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

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

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

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

Is it legal?
Is it ethical?
Could it cause a negative perception of the Company?
23. AMENDMENT, MODIFICATION & WAIVERS

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

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

24. REFERENCES

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

Whistle Blower Policy

Code for prevention of Insider Trading

25. ANNUAL CERTIFICATION

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

Composition of the Board

The board of director of Mirza International Limited consists of thirteen directors out of which, seven are independent directors, four are whole-time directors and Irshad Mirza Chairman and Rashid Ahmed Mirza is the Managing director of the board.

Executive Directors

Mr. Irshad Mirza Chairman/Chief Financial Officer
Mr. Rashid Ahmed Mirza Managing Director
Mr. Shahid Ahmad Mirza Whole-time Director
Mr. Tauseef Ahmad Mirza Whole-time Director
Mr. Tasneef Ahmad Mirza Whole-time Director
Mr. N. P. Upadhyay Whole-time Director
   

Non-Executive Independent Directors

Mr. P. N.Kapoor
Dr. Yashveer Singh
Mr. Subhash Sapra
Mr. Q. N. Salam
Mr. Sudhindra Kumar Jain
Mrs. Vinita Kejriwal

Our Board met for Five times in the financial year 2016-17

November 07, 2017
August 05, 2017
May 30, 2017
Jan 31, 2017
Nov 12, 2016
July 30, 2016
May 30, 2016
April 1, 2016
Feb 18, 2016
Jan 27, 2016
Nov 6, 2015
July 30, 2015
June 12, 2015
May 29, 2015
March 11, 2015
March 3, 2015
Feb 20, 2015
Feb 3, 2015
Jan 23, 2015
Nov 8, 2014
July 24, 2014
May 24, 2014
AUDIT COMMITTEE

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 besides other terms as may be referred by the Board of Directors.The Audit Committee constituted by the Board of Directors consists of four Directors namely, Mr. Sudhindra Kumar Jain, as Chairman, Mr. P.N. Kapoor, Mr. Subhash Sapra, Mr. Irshad Mirza, Q. N. Salam as members.

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

Mr. Sudhindra Kumar Jain
Chairman
Mr. P.N. Kapoor Member
Mr. Subhash Sapra
Member
Mr. Irshad Mirza Member
Mr. Q. N. Salam
Member
Mr. Ankit Mishra Secretary
SHARE TRANSFER INVESTOR GRIEVANCE COMMITTEE

Shareholders/Investor's grievance committee looks into the redressing of shareholders’ and investors’ complaints like transfer of shares, non-receipt of balance sheet, dividend etc and the action taken by the Company. The committee specifically works to assure timely redressal without any pendency. The Committee consists of Mr. P.N. Kapoor as Chairman, Mr. Sudhindra Kumar Jain, Mr. Tasneef Ahmad Mirza and Mr. Q.N. Salam as member.

Mr. P.N. Kapoor
Chairman
Non-Executive Independent Director
Mr. Sudhindra Kumar Jain Member Non-Executive Independent Director
Mr. Tasneef Ahmad Mirza
Member
Executive Director
Mr. Q.N. Salam Member Non-Executive Independent Director
NOMINATION & REMUNERATION COMMITTEE

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

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

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

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

1 Mr. Irshad Mirza Chairman Chairman
2 Mr. Tasneef Ahmad Mirza Whole-time Director Member
3 Mr. Sudhindra Kumar Jain Independent Director Member
4 Mr. Ankit Mishra Company Secretary & Compliance Officer
  • Other Quarterly Compliance as on 30.09.2017
  • Shareholding Pattern as on 30.09.2017
  • Other Quarterly Compliance as on 30.06.2017
  • Shareholding pattern as on 30.06.2017
  • Other Quarterly Compliance as on 31.03.2017
  • Shareholding pattern as on 31.03.2017
  • Other Quarterly Compliance as on 31.12.2016
  • Shareholding pattern as on 31.12.2016
  • Other Quarterly Compliance as on 30.09.2016
  • Shareholding pattern as on 30.09.2016
  • Other Quarterly Compliance as on 30.06.2016
  • Shareholding Pattern as on 30.06.2016
  • Share Holding Pattern as on 31.03.2016
  • Other Quarterly Compliance as on 31.03.2016
  • Share Holding Pattern as on 01.04.2016
  • Share Holding Pattern as on 18.02.2016
  • Other Quarterly Compliance as on 31.12.2015
  • Share Holding Pattern as on 31.12.2015
  • Share Holding Pattern as on 30.09.2015
  • Share Holding Pattern as on 30.06.2015
  • Share Holding Pattern as on 31.03.2015
  • Share Holding Pattern as on 31.12.2014
  • Share Holding Pattern as on 30.09.2014
  • Share Holding Pattern as on 30.06.2014
  • Share Holding Pattern as on 31.03.2014
  • Share Holding Pattern as on 31.12.2013
  • Share Holding Pattern as on 30.09.2013
  • Share Holding Pattern as on 30.06.2013
  • Share Holding Pattern as on 31.03.2013
  • Share Holding Pattern as on 31.12.2012
  • Share Holding Pattern as on 30.09.2012
  • Share Holding Pattern as on 30.06.2012
  • Share Holding Pattern as on 31.03.2012
  • Share Holding Pattern as on 31.12.2011
  • Share Holding Pattern as on 30.09.2011
  • Share Holding Pattern as on 30.06.2011
  • Share Holding Pattern as on 31.03.2011