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||-||-||-|
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.pdf3. 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|
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
•Updation & Awareness
•Understanding & Contribution
•Opinions & Suggestions
•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|
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.|
|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.
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|
|•||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, 2017LISTING 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|
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|
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|
• REGISTRAR AND SHARE TRANSFER AGENT
KARVY COMPUTERSHARE PVT. LTD.
Karvy Selenium Tower B, Plot no. 31-32
Gachibowli Financial District,
Nanakaramguda , Hyderabad-500 032
• 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|
|Category||Cases||Shares||% of holding|
|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|
|Non Resident Indians||475||578189||0.48|
|NRI Non- Repatriation||475||578189||0.48|
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|
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)|
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.: firstname.lastname@example.org 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:email@example.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|
Rashid Ahmed Mirza
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
(K. N. SHRIDHAR) FCS
Date: May, 30, 2017