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||-|
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 :
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
|Name of Members||Attendance at the Board Meetings held on||Attendance at the AGM held on 20th Sept’14|
|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. 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|
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|
|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|
|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|
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|
|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/-.
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|
*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||
|20th September, 2014||
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. QaziNoorus Salam||Independent||1||1|
|Dr. Yashvir Singh||Independent||1||1|
|Mrs. Vinita Kejriwal||Independent||1||1|
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
• Book Closure Date: From 22nd September, 2015 to 29th September, 2015 (Both Days inclusive)
Dividend Payment (if any)Date: 3rd October, 2015Listing 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)|
PhirozeJeejeebhoy Towers, Dalal Street, Mumbai 400001
|The National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051
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|
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
|Category||Number of Shares||% of Shares|
|1. Promoters Holding|
|a) Indian Promoters||61155981||65.97|
|b) Foreign Promoters||0||0|
|2. Non Promoters Holding|
|a) Mutual Funds & UTI||5500||0.01|
|b) Banks, FIs, Insurance Cos||132222||0.14|
|c) FII ’s||0||0|
|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|
|From||To||Number||% Cases||Amount||Amount (%)|
|100001 & Above||89||0.38||145589644||78.52%|
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|
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.: firstname.lastname@example.org. Shareholders may also contact Mr. Ankit Mishra, Company Secretary at the Registered Office of the Company for any assistance Ph . 0512-2530775 Email id: email@example.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|
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
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
(Firm Registration No. 00410C)