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Mirza International Ltd.

BSE: 526642 Sector: Others
BSE 14:56 | 19 Mar 117.40 -6.15






NSE 14:43 | 19 Mar 117.30 -5.95






OPEN 122.75
VOLUME 18515
52-Week high 183.00
52-Week low 83.90
P/E 18.03
Mkt Cap.(Rs cr) 1,412
Buy Price 117.40
Buy Qty 125.00
Sell Price 117.75
Sell Qty 50.00
OPEN 122.75
CLOSE 123.55
VOLUME 18515
52-Week high 183.00
52-Week low 83.90
P/E 18.03
Mkt Cap.(Rs cr) 1,412
Buy Price 117.40
Buy Qty 125.00
Sell Price 117.75
Sell Qty 50.00

Mirza International Ltd. (MIRZAINT) - Director Report

Company director report


The Members of

Mirza International Limited

Your Directors have pleasure in presenting their Thirty-Eight Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 312017.


(Rs. in Crore)



2016-2017 2015-2016 2016-2017 1
Total Revenue 936.56 928.73 936.56
Earning before Finance Costs Depreciation and amortization 161.39 173.52 161.39
Expenses and Taxes
Less: Finance Charges 25.93 31.87 25.93
Depreciation & Amortization Expenses 29.06 25.83 29.06
Profit Before Tax 106.40 115.82 106.40
Less: Provision for Taxes 35.20 37.73 35.20
Profit After Taxes 71.20 78.09 71.20
Add: Balance of profit brought forward 320.40 199.49 320.40
391.60 277.58 391.60
Less: Appropriations
Transfer to General Reserve 7.50 8.00 7.50
Dividend on Equity Shares 10.83 6.02 10.83
Tax on Proposed Dividend 2.21 1.22 2.21
Income Tax Adjustment (Net) 1.21 0.09 1.21
Add: Pursuant to Scheme of Amalgamation [Refer Note 33] - 58.15 -
Balance at end of the Year 369.85 320.40 369.85


i) This year Company has adopt the strategy of market penetration by which we havelaunched our new Brand "BOND STREET" which seeks to have a mass appeal byproviding fashionable footwear at very low price points.

ii) Your Company already set a benchmark in leather shoes market this year yourCompany has launched Athleisure Sports range which is unique in market using flyknittechnology. This will help in setting new benchmark in the market and adding more customerbase.

iii) Company also acquires entire stake of HI-LIFE FABRICATORS PRIVATE LIMITED bymaking it Wholly-owned subsidiary of Mirza International Ltd.


As on March 312017 we have one subsidiary company i.e Hi-Life Fabricators PrivateLimited and no other joint ventures or associate companies. In accordance with section 129(3) of the Companies Act 2013 we have prepared the consolidated financial statements ofthe Company which form part of the annual report. Further a statement containing thesalient features of the financial statement of our subsidiary in the prescribed format

AOC-1 is appended as Annexure I to the Director's Report. The statement alsoprovides the details of the performance and financial position of the subsidiary.

In accordance with section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited Accounts of the subsidiary are available on our These documents will also be available for inspection till the date ofAGM during business hours at registered office in Kanpur India.


After considering the Company's financial performance profitability and future growthplans the Board of Directors of the Company are pleased to recommend a Final Dividend of' 0.90 per share i.e 45% on 120306000 Equity Shares of face value ' 2/- each of theCompany. The total outflow on account of Dividend if approved by Members will be ' 13.04Crore (inclusive of Dividend Distribution Tax of ' 2.21 Crore) and such Dividend to bedistributed to those Equity Shareholders whose name would appear on the Register ofMembers as on date of book closing on September 22 2017 in proportion to paid-up valueof Equity Shares.

The Board of Directors of the Company had voluntarily adopted the Dividend DistributionPolicy in line with SEBI (LODR) Regulations 2015. Dividend Distribution Policy isavailable on Company's Website (


The Board proposes to transfer the amount of ' 7.50 Crore to General Reserve ascompared to ' 8.00 Crore transferred in the previous year.


Following persons are the Key Managerial Personnel of the Company as on March 31 2017pursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder:

i) Mr. Irshad Mirza Executive Chairman

ii) Mr. Rashid Ahmed Mirza - CEO and Managing Director

iii) Mr. Shahid Ahmad Mirza Mr. Tauseef Ahmad Mirza Mr. Tasneef Ahmad Mirza and Mr.N.P. Upadhyay- Whole Time Directors

iv) Mr. V.T.Cherian Chief Financial Officer

v) Mr. Ankit Mishra Company Secretary and Compliance Officer

Appointment & Resignation:

During the year under review Mr. Irshad Mirza was resigned from the office of ChiefFinancial Officer of the Company w.e.f May 30 2016. The Board place on record itsappreciation for the valuable services rendered and contribution made by Mr. Irshad Mirzaduring his tenure as Chief Financial Officer of the Company.

Mr. V. T. Cherian was appointed by the Board of Directors in place of Mr. Irshad Mirzaas Chief Financial Officer of the Company w.e.f May 30 2016 and thereby is designated asKey Managerial Personnel with effect from the said date.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withRules made thereunder Mr. Shahid Ahmad Mirza (DIN No : 00048990) and Mr. Tauseef AhmadMirza (DIN No: 00049037) Whole Time Directors of the Company are liable to retire byrotation at ensuing Annual General Meeting and being eligible have offered themselves forre-appointment. The Board recommends their re-appointment.

Independent Directors declaration All the Independent Directors of your Companyviz. Mr. Sudhindra Kumar Jain Mr. P. N. Kapoor Mr. Q. N. Salam Dr. Yashvir Singh Mr.Subhash Sapra Mr. Islamul Haq Mrs. Vinita Kejriwal have individually and severally givena declaration pursuant to Provisions of Section 149 (7) of the Companies Act 2013affirming compliance to the criteria of independence as laid down under Section 149 (6) ofthe Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded their opinionthat all the Independent Directors are independent of the management and have fulfilledthe conditions as specified in the Companies Act 2013 and Rules made there under as wellas concerning provisions of SEBI (LODR) Regulations 2015.


Pursuant to the Provisions of Section 134 (3) (p) 149 (8) and Schedule IV of theCompanies Act 2013 and Regulation 17 (10) of SEBI (LODR) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance and that of itsCommittees and individual Directors.

The Company has devised criteria for performance evaluation of Independent DirectorsBoard/ Committees and other individual Directors which includes criteria for performanceevaluation of Non Executive Directors and Executive Directors. Performance evaluation hasbeen carried out as per Nomination and Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of individual Directors the Board/ Committees were discussed in detail. Astructured questionnaire for each evaluation was prepared and recommended to the Board byNomination and Remuneration Committee for doing the required evaluation after taking intoconsideration the input receieved from the Directors covering various aspects of theBoard's fucntioning such as adequacy of the composition of the Board and its Committeesexecution and performance of specific duties obligations and governance etc.

A seperate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution qualifications knowledge skills and experience in therespective fields honesty integrity ethical behaviour and leadership Independence ofjudgement safeguarding the interest of the Company attending the meetings regularlyunderstanding the business regulatory competitive and social environment understandingstrategic issues and challenges bringing outside information and perpspective to Boardfor delibrations ability to identify the cost benefits and implications of Boarddecisions etc.



The details of the programme for familiarisation of the Independent Directors with theCompany in respect of their roles rights responsibilities in the

Company nature of the industry in which the Company operates business model of theCompany and related matters are put up on the website of the Company(URL )


The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard and is given as Annexure II to the Director's Report.


Pursuant to the requirement of Section 134 (3) (n) of the Companies Act 2013 theCompany has already in place a Risk Management Policy.

Audit Committee of the Company has been entrusted with responsibility to assist theBoard in (a) Overseeing the Company's Risk Management process and controls risk toleranceand Capital Liquidity and funding (b) Setting Strategic plans and objectives for RiskManagement and review of Risk Assessment of the Company (c) Review of the Company's riskappetite and strategy relating to key risks including credit risk liquidity and fundingrisk product risk and reputational risk as well as the guide lines and processes formonitoring and mitigating such risks.

The Board takes responsibility for the overall process of Risk Management in theorganization through Enterprise Risk Management Programme Business units and Corporatefunctions address opportunities and attendant risks through an institutionalized approachaligned to the Company's objective.


The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. This Policy provides adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee. The Policy of Vigil Mechanism is available on the Company's Website(


The Company has not given any guarantees covered under the provisions of Section186 ofthe Companies Act 2013 and Rules made there under. The details of the Loans andinvestments made by the Company are given in the notes to standalone financial statements.

Also pursuant to the schedule V of the SEBI (LODR) Regulations 2015 Loans/Advancesgiven to subsidiary have been disclosed to the notes to the standalone financialstatements.


The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets prevention and detection of fraud error reporting mechanisms the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosures.


I n terms of section 125 of the Companies Act 2013 the amounts (dividend depositsetc. with interest) that remained unclaimed and unpaid for more than 7 years from thedate they first became due for payment should be transferred to IEPF.

As an investor-friendly measure your Company has been intimating the respectiveshareholders/ depositors/ investors to encash their dividend warrant/ renew matureddeposits or lodge their claim for payment of due if any from time to time and claimsmade are settled. As per the statutory requirements unclaimed deposits/ other dues forthe previous seven years as of the date of the Annual General Meeting are made availableon the website of MCA-IEPF as well on the Company's website.

In order to receive prompt payment of dividend the members/ investors are requested todemat the shares held in physical mode register bank account particulars opt for ECSfacility register nomination and intimate change of address if any to the Company/Depository Participants promptly.

a. Unclaimed Dividends

As at March 31 2017 dividends aggregating to ' 34 Lakh relating to dividends declaredfor the years F.Y. 2009-10 to FY15-16 (of which ' 3.20 Lakh Related to dividend for theyear 2016) had not been claimed by shareholders. As an investor friendly measure yourCompany has intimated shareholders to lodge their claims and related particulars wereprovided in the annual reports each year as well as on the website of your Company.

The dividend pertaining to 2008-2009 which remained unclaimed/unpaid amounting to '270909/- was transferred to IEPF on November 04 2016 after the settlement of claims bymembers received in response to the individual reminder letters sent by your Company tothe respective members.

The dividend pertaining to 2009-2010 remaining unclaimed and unpaid amounting to '465924/- as on March 31 2017 would be transferred to I EPF during October 2017 aftersettlement of the claims received up to the date of completion of seven years i.e. on 26thOctober 2017

b. Transfer of shares to IEPF Demat account

I nvestor Education and Protection Fund Authority (Accounting Audit Transfer andrefund) Rules 2016 was notified by the Ministry of Corporate Affairs (MCA) on September07 2016. As per Rule 6 of the said Rules the shares in respect of which dividendamounts have not been paid or claimed for 7 consecutive years are required to betransferred to IEPF Suspense Account.

On verification of records of unclaimed dividend amounts from 2010 to 2016 324shareholders have not claimed dividend for consecutive 7 years and their shares are liableto be transferred to IEPF.

In terms of the above Rules reminder dated November 26 2016 was sent by the Companyto all the shareholders who have not claimed their dividends for a consecutive period of 7years informing that their shares will be transferred to IEPF suspense account onDecember 06 2016 if they do not place their claim for unclaimed dividend amounts beforethe Company. Company has also published Notices on Financial express (English) andJansatta (Hindi) on 30/11/2016 followed by second notice on Business Standards (English& Hindi) on 07/04/2017 informing the shareholders about the provisions of rule.

MCA issued series of notifications / circulars for effective implementation of theRules and as per latest General Circular no. 06 / 2017 dated 29.05.2017 MCA has extendedthe due date for transfer of shares upto the date still to be decided by MCA. Your Companyhas provided the IEPF Rules the paper notifications issued and a list of theshareholders whose shares will be transferred to IEPF in the investor page of the websiteof the Company at


The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is given separately and forms part of Annual Report.


The Company believes that quality of its employees is the key to success in long run.The Company continues to have cordial relations with its employees. There were 3211regular employees as on March 312017.


The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure III of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The policy is available on thewebsite of the Company (URL:


Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5(1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure-IV tothis Report.

The information as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request by anymember of the Company. In terms of Section 136(1) of the Companies Act 2013 the Reportand the Accounts are being sent to the members excluding the said Annexure. Any memberinterested in obtaining copy of the same may write to the Company Secretary at theRegistered Office of the Company.




MIL has always been a frontrunner in continually improving its operational performancein all areas like productivity yield utilization and a host of other operating metricswhile reducing the consumption of fuel power stores and others. This is done by adoptingan approach of continual improvement of process metrics across all energy consumingfacilities.

The Company is continuously putting its efforts to improve Energy Management by way ofmonitoring energy related parameters on regular basis.

The Company is committed to transform energy conservation into a stratergic businessgoal fully along with the technological sustainable development of Energy ManagementSystem. It is putting best endeavour to reduce energy consumption in its operations andactivities.

To achieve above objectives the following steps are being undertaken by the Company :-

• Continuously monitoring the energy parameters such as maximum demand powerfactor load factor on regular basis;

• Continuously replacing the inefficient equipment's with latest energy efficienttechnology & upgradation of equipment's continually;

• Increasing the awareness of energy saving within the organization to avoid thewastage of energy;

• To enhance utilization of Renewable Energy Resources;

• Exploring the feasibility of utilization of Solar Power at plant locationswherever possible;


Research Technology and innovation continue to be one of the key focus area to drivegrowth. In addition to developing new design pattern and styles of Company's product italso works on building new capabilities. To support this Company avails services ofqualified and experienced professionals / consultants.


The Company develops in-house Technology and is not dependent on any outsideTechnology/ Source.

d. foreign exchange earnings and outgo

During the year the foreign exchange earned was ' 584.80 Crore as compared to ' 620.51Crore during the previous year. The foreign exchange outgo was ' 105.44 Crore as against '129.00 Crore in the previous year.


As required by Schedule V (C) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance is given as AnnexureV of this Report. The Company is in full compliance with the requirements anddisclosures that have to be made in this regard. The Certificate of Practicing CompanySecretary confirming compliance with Corporate Governance requirements by the Company isattached to the Report on Corporate Governance.



I n terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Khamesra Bhatia & Mehrotra CharteredAccountants (ICAI Firm Registration No. 001410C ) the auditors of your Company shall holdoffice till the conclusion of the ensuing Annual General Meeting and they shall not beeligible for re-appointment due to expiry of the maximum permissible tenure as theAuditors of your Company. Your Board places on record its

deep appreciation for the valuable contributions of the Auditors during their longassociation since the inception of your Company and wishes them success in the future.

Based on the recommendation of the Audit Committee your Board at its meeting held onAugust 05 2017 appointed M/s D R A & Co. Chartered Accountants New Delhi (ICAIFirm Registration No. 006476N) as the Auditors of the Company in place of retiringAuditors M/s Khamesra Bhatia & Mehrotra Chartered Accountants to hold the office fromthe conclusion of the ensuing 38th AGM until conclusion of the 43rdAGM of your Company to be held in the year 2022 subject to approval of members of theCompany at the ensuing Annual General Meeting and ratification by members of the Companyevery year thereafter if required.

Your Company has received a certificate from M/s. D R A & Co. Chartered Accountantsconfirming their eligibility to be appointed as Auditors of the Company in terms ofprovisions of section 141 of the Companies Act 2013 and Rules framed thereunder. Theyhave also confirmed that they hold a valid certificate issued by peer review Board of theInstitute of Chartered Accountants of India (ICAI) as required under the provisions ofRegulation 33 of the SEBI (LODR) Regulations 2015. The proposal for their appointment hasbeen included in the notice convening 38th Annual General Meeting for obtainingapproval of members of the Company.


The Board of Directors have appointed as per provisions of Section 204 of the CompaniesAct 2013 and read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 Mr. K.N.Shridhar Practicing Company SecretaryProprietor of K.N. SHRIDHAR & ASSOCIATES Membership No. 3882 and C.PNo. 2612 toundertake the Secretarial Audit of the Company for the year ended March 31 2017. Thereare no adverse remarks or observations made in their Secretarial Audit Report. The Reportof Secretarial Auditors is given in Annexure VI to this Report which is attachedherewith and forms a part of Directors Report.


As per Section 148 of the Companies Act 2013 the Company is required to have the auditof its cost records conducted by a Cost Accountant in Practice. The Board of Directors ofthe Company has on recommendation of Audit Committee approved the appointment of Mr. A.K. Srivastav Cost Accountant for conducting the Cost Audit pertaining to relevantproducts prescribed under

the Companies (Cost Records and Audit) Rules 2014 as amended from time to time for theyear ending March 312017.


As required under section 92 (3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 forms a part of this Annual Report as ANNEXURE Vii.


During the Year 2016-17 Board met 5 times on April 1 2016 May 30 2016 July 302016 November 12 2016 and January 31 2017 the details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.


The Board of Directors of your Company had already constituted various Committees andapproved the terms of reference / role in compliance with the provisions of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015 viz. Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and CSR Committee.

During the year under review in accordance with the provisions of SEBI (LODR)Regulations 2015 the Board had voluntarily constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference / role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees including the number ofmeeting held during the financial year and attendance at meetings are provided in theReport of Corporate Governance in the Annual Report.


All contracts or arrangements entered into by the Company with its related partiesduring the financial year were in accordance with the provisions of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 anderstwhile Clause 49 of the Listing Agreement. All such contracts or arrangements have beenapproved by the Audit Committee.

Details of material contract / arrangement / transaction with related parties enteredduring the year in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is given in the Annexure Viii to this Report.

The Policy on dealing with Related Party Transactions as approved by the Board isuploaded on the Company's website The Policy intends toinsure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties. This Policy specifically deals withthe review and approval of Related Party Transactions keeping in mind the potentialconflict of interest that may arise because entering into these transactions are placedbefore the Audit Committee for review and approval.


The Company has in place an Anti- Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013. A Complaint Redressal Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy. No complaints pertaining to SexualHarassment were received during the Financial Year 2016-17.


During the year the Rating for Company's Short term bank facilities and borrowingprogramme was reaffirmed at "CRISIL A1" by CRISIL. The Long Term BankingFacilities was re-affirmed at "CRISIL A/Stable". According to CRISIL MIL willcontinue to benefit over the medium term from its integrated operations and the extensiveindustry experience of promoters.

ICRA Limited has also Reaffirmed the Long Term Rating at [ICRA] A and has assigned a‘Stable' outlook on the Long Term Rating.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. I ssue of equity shares with differential right as to dividend voting or otherwise

c. No significant or material orders were passed by the Regulators or Courts ortribunals which impact the going concern status and Company's operation in future.


To the best of their knowledge and belief and according to the information andexplanations obtained by them

your Directors make the following statements in terms

of Section 134 (5) of the Companies Act 2013;

(a) That in the preparation of the annual accounts the applicable accounting standardsread with requirements set out under Schedule III to the Companies Act 2013 have beenfollowed along with proper explanation relating to material departures;

(b) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at March 31 2017 and of the profit of the Company for the year ended on thatdate ;

(c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.


Your Directors wish to place on record their appreciation of the contribution made bythe employees at all level towards the continued growth and prosperity of your company.

Your Directors also wish to place on record their sincere thanks to the Banks andvarious Government Authorities for the support and co-operation extended to the Company.

Your Directors are especially grateful to the shareholders for reposing their trust andconfidence in the Company.

For and on behalf of the Board of Directors

Place : Kanpur irshad Mirza
Date : 05.08.2017 Chairman