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Mirza International Ltd.

BSE: 526642 Sector: Others
NSE: MIRZAINT ISIN Code: INE771A01026
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OPEN 43.85
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VOLUME 4796
52-Week high 64.00
52-Week low 37.00
P/E 95.00
Mkt Cap.(Rs cr) 526
Buy Price 43.65
Buy Qty 363.00
Sell Price 43.90
Sell Qty 63.00
OPEN 43.85
CLOSE 43.90
VOLUME 4796
52-Week high 64.00
52-Week low 37.00
P/E 95.00
Mkt Cap.(Rs cr) 526
Buy Price 43.65
Buy Qty 363.00
Sell Price 43.90
Sell Qty 63.00

Mirza International Ltd. (MIRZAINT) - Director Report

Company director report

To

The Members of

Mirza International Limited

Your Directors are pleased to present the forty first Annual Report on the business andoperations of the Mirza International Limited ("the Company" or "MIL")along with the Audited Financial Statements for the Financial Year ended 31stMarch 2020.

FINANCIAL SUMMARY

The Company's standalone and consolidated financial performance for the year ended 31stMarch 2020 is summarised below:

Particulars

Standalone

Consolidated

2019-2020 2018-2019 2019-2020 2018-2019
Total Income 1261.85 1153.79 1262.87 1153.79
Earning before Finance Costs Depreciation and 173.34 145.74 173.46 145.75
Amortization Expenses and Taxes
Less: Finance Charges 45.57 34.31 45.58 34.31
Depreciation & Amortization Expenses 63.38 35.46 63.44 35.46
Profit Before Tax 64.39 75.97 64.44 75.98
Less: Provision for Taxes 16.73 27.19 16.73 27.19
Profit After Taxes 47.66 48.78 47.71 48.79
Other Comprehensive Income (0.02) 3.75 (0.01) 3.75
Total Comprehensive Income for the year 47.64 52.53 47.70 52.54

STATE OF COMPANY AFFAIRS

The FY 2019-20 has been a remarkable year for your Company. The Company has crossedever highest turnover of RS. 1261.85 crore. The major highlights are given below:

Standalone and Consolidated

The Revenue from operations increased to RS. 1261.85 Crore from RS. 1151.70 Crore inthe previous year. Thus showing an increase of about 9.42%.

The Profit before Tax has declined to RS. 64.39 Crore as compared to RS. 75.97 Crorefor the previous year thereby showing the decrease of about 15.24%.

The EBITDA increased to RS. 173.34 Crore from RS. 145.75 Crore in the previous yearthus showing the increase of about 18.92%.

Cash Profit increased to RS. 86.64 Crore from RS. 84.24 Crore in the previous yearshowing a increase of about 2.85%.

The Earning Per Share has decreased to RS. 3.96 as against RS. 4.05 in the PreviousYear.

GROWTH STRATEGY

i) With the continuous focus on Domestic market which is also one of largest market inworld REDTAPE remain successful in expanding its presence across the length and breadthof India. With 16 Number of retail outlets opened during FY 2019-20 only total number ofretail outlets has been reached to 222 which resulted into ever high turnover of RS.734.11 crore from domestic market only with 12.61% increase. Inspired by this REDTAPE isretaining its aggressive marketing strategy with clear focus to reach and attract thegrowing middle class youth of the Country.

ii) Your Company is also focusing on export marketing of its product with facts thatduring FY 2019-20 export turnover of the Company was RS. 527.74 as against

RS. 501.87 during FY 2018-19. Company is looking positive to get upward movement fromlast achieved export turnover subject to global economic conditions.

iii) During FY 2019-20 Company has increased its product lines by launching newproducts under REDTAPE brands like travel bags undergarments etc. and also increased itsproduct mix in Garment and Shoes Segments as well. Company has achieved turnover of RS.278.37 Crore in Garment segment which shows its increasing customer confidence for futuregrowth as well. Company's sport brand REDTAPE athleisure is rapidly finding itsplace in foots of young and sporty Indians.

MATERIAL CHANGES AND COMMITMENTS

In the last month of FY 2019-20 the COVID-19 pandemic developed rapidly into aglobalcrisis forcing government to enforce lockdowns of all economic activity. It hascaused global widespread economic disruptions leaving uncertainties with respect toseverity and its impact on businesses which currently cannot be reasonably ascertained.The Company has up to the date of approval of financial results evaluated and factoredinto the extent possible likely material events and circumstances arising from COVID-19pandemic and their impact on carrying value of its Assets and Liabilities as at 31stMarch

2020. Based on current indicators of future economic conditions the Company expects torecover the carrying amount of its Assets as on 31st March 2020. The impact ofany future events and developments emerging out of COVID-19 pandemic if any andoccurring after the balance sheet date and relating to the Assets and Liabilities of theCompany as on 31st March 2020 will be recognised prospectively.

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two foreign subsidiaries as on 31st March 2020 viz.Mirza (H.K) Limited and Mirza Bangla

Limited. During the year under review no new subsidiaries have been incorporated andthere are no other associate companies or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Act we have prepared consolidated financialstatements of the Company and all its subsidiaries which form part of the Annual Report.Further a statement containing the salient features of the financial statements of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure I to theDirectors' Report. The statement provide the details of performance financial positionsof each of the subsidiaries.

In accordance with Section 136 of the Act the audited financial statement includingthe consolidated financial statements and related information of the Company and auditedaccounts of each of its subsidiaries are available on Company's website www.mirza.co.in.These documents will also be available for inspection at our Corporate Office in NewDelhi on any working day between 3:00 p.m. to 5:00 p.m. till the date of the ensuingAnnual General Meeting (AGM) of the Company.

DIVIDEND

The Company has declared an Interim Dividend of RS. 0.90 per share i.e. 45% of120306000 Equity Shares of the Company. The Company is not declaring any Final Dividendfor the Financial Year ended on 31st March 2020 due to impact on Profit of theCompany on account of COVID-19 outbreak.

TRANSFER TO RESERVE

The Board proposes to transfer the amount of RS. 5 Crore to General Reserve.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as onthe Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of Mr. Rashid Ahmed Mirza Chairman and Managing Director Mr. Shahid AhmadMirza Mr. Tauseef Ahmad Mirza Mr. Tasneef Ahmad Mirza and Mr. Narendra Prasad UpadhyayaWhole Time Directors of the Company expired on 30th September 2020.Accordingly the aforesaid Directors have been re-appointed w.e.f. 1st October2020 by passing of resolution by the shareholders of the Company through PostalBallot/E-Voting Process on 22nd October 2020.

Pursuant to the provisions of Companies Act 2013 and Articles of Association of theCompany Mr. Rashid Ahmed Mirza Chairman and Managing Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offered himself forre-appointment.

During the year under review CA Sanjiv Gupta was appointed as Additional Director on12th November 2019 to be designated as Independent Director of the Company. Heholds office upto the conclusion of ensuing Annual General Meeting ("AGM") ofthe Company and is due for appointment as Director for his term. The Notice of the ensuingAGM proposes resolution for appointment of aforesaid Additional Director on the Board ofDirectors of the Company and forms part of the Annual Report.

Profiles of Directors seeking appointment/re-appointment are given in the Statementunder Section 102 of the Companies Act 2013 to the Notice of the ensuing AGM of theCompany.

During the year Mr. Pashupati Nath Kapoor and Ms. Vinita Kejriwal ceased to be theNon-Executive Independent Directors of the Company w.e.f. 19th September 2019subsequent to the completion of their tenure. Mr. Subhash Sapra tendered his resignationas Non-Executive Independent Director of the Company w.e.f. 12th November2019.

Mr. Ankit Misra tendered his resignation from the Office of Company Secretary andCompliance Officer w.e.f. 1st August 2020. Subsequent to his resignation Mr.Gaurav Rajoriya was appointed as the Company Secretary and Compliance Officer of theCompany. Further Mr. Gaurav Rajoriya ceased to be the Company Secretary and

Compliance Officer of the Company w.e.f. 14th September

2020. The Board of Directors in their meeting held on

14th September 2020 appointed Ms. Priyanka Pahuja as the Company Secretaryand Compliance Officer of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under Section

149(6) of the Companies Act 2013 ("Act") and SEBI (Listing

Obligations and Disclosure Requirements) Regulations

2015 ("Listing Regulations"). In the opinion of the Board they fulfil theconditions of independence as specified in the Act and the Listing Regulations and areindependent of the Management.

EVALUATION OF BOARD'S PERFORMANCE

The Board and the Nomination and Remuneration

Committee reviewed the performance of the individual Directors on the basis of thecriteria and framework adopted by the Board. In addition the performance of Board as awhole and Committees were evaluated by the Board after seeking inputs from all theDirectors based on various criteria. In a separate meeting of Independent Directorsperformance of Non-Independent Directors performance of Board as a whole and performanceof the Chairman was evaluated considering the views of the Executive Directors andNon-Executive Directors. The evaluation process has been explained in the CorporateGovernance Report section of the Annual Report.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The details of programmes conducted for familiarisation of Independent Directors withthe Company nature of the industry in which the Company operates business model of theCompany etc. has been uploaded on the Company's website at the web link:https://www.mirza.co.in/corporate-information.php. For further details please refer tothe Report on Corporate Governance which is forming part of this Annual Report.

REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for appointment ofDirectors Key Managerial Personnel Senior Management and fixation of their remunerationas per the Companies Act 2013 and SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015. The RemunerationPolicy is available on Company's website at the link: https://www.mirza.co.in/corporate-information.php.

RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy which was reviewed by the AuditCommittee and approved by the

Board of Directors of the Company. The Policy provides for a robust Risk ManagementFramework to identify and assess strategic operational financial and compliance risksand monitors the effectiveness and efficiency of risk mitigation and control measures. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continual basis.

Audit Committee of the Company has been entrusted with responsibility to assist theBoard in the matters which are given below:

(a) Providing a framework that enables future activities to take place in consistentand controlled manner.

(b) Improve decision making planning and prioritization by comprehensive andstructured understanding of business activities volatility and opportunities /threats.

(c) Contributing towards more efficient use/allocation of resources within theorganization.

(d) Protecting and enhancing assets and Company image.

(e) Reducing volatility in various areas of the business.

(f) Developing and supporting people and knowledge base of organization.

(g) Optimizing operational efficiency.

The Board takes responsibility for the overall process of

Risk Management in the organization through Enterprise

Risk Management Programme Business units and

Corporate functions address opportunities and attendant risks through aninstitutionalized approach aligned to the Company's objective.

VIGIL MECHANISM (WHISTLE BLOWER)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism forDirectors/Employees and other Stakeholders of the Company to report concerns affecting thesmooth and efficient running of operations of the Company. This Policy documents theCompany's commitment to maintain an open work environment in which employees consultantsand contractors are able to report instances of unethical or undesirable conduct actualsuspected fraud or violation of the Company's Code of Conduct. The Vigil Mechanism(Whistle Blower) Policy is available on Company's website at the https://www.mirza.co.in/corporate-information.php.

DISCLOSURE UNDER SECRETARIAL STANDARDS

The Directors state that the Company is complying with all the applicable SecretarialStandards on meetings of the

Board of Directors.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any guarantees covered under the provisions of section 186 ofthe Companies Act 2013 and rules made there under. Particulars of loans and investmentsform part of the notes to the Financial Statements (Please refer Note No. 7 & 8).

INTERNAL CONTROL SYSTEM

The internal control systems commensurate with the size scale and complexity of theoperations of the Company. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with the applicable statutes safeguarding assets from unauthorised useexecuting transactions with proper authorisation and ensuring compliance with corporatepolicies.

The Audit Committee of the Board of Directors comprising of Independent Directorsreviews the effectiveness of the internal control system across the Company includingannual plan significant audit findings and recommendations adequacy of internal controlsand compliance with accounting policies and regulations.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Section 124 of the Companies Act 2013 read with Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("Rules")mandates that Companies shall transfer dividend that has remained unclaimed for a periodof 7 years from the unpaid dividend account to IEPF. Further the rules mandates that theshares on which dividend has not been paid or claimed for a period of 7 consecutive yearsor more shall be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividend and theircorresponding shares would become eligible to be transferred to the IEPF on the datesmentioned below:

Year Type of dividend Dividend Per Share Date of declaration Due date for transfer Amount*
2012-13 Final 0.50 28th September 2013 27th October 2020 650324.00
2013-14 Final 0.50 20th September 2014 19th October 2021 654784.00
2014-15 Final 0.50 29th September 2015 28th October 2022 530209.00
2015-16 Final 0.50 29th September 2016 28th October 2023 618431.50
2016-17 Final 0.90 28th September 2017 27th October 2024 976678.20
2017-18 Final 0.90 26th September 2018 25th October 2025 776220.30
2018-19 Final 0.90 19th September 2019 17th October 2026 3374712.00
2019-20 Interim 0.90 12th February 2020 12th March 2027 95.40

*Amount unclaimed as on 31st March 2020.

The Company sends periodic intimation to the shareholders concerned advising them tolodge their claims with respect to unclaimed dividend. Shareholders may note that both theunclaimed dividend and corresponding shares transferred to IEPF including all benefitaccruing on such shares if any can be claimed back from IEPF following the procedureprescribed in the Rules.

Details of the Nodal Officer:

Ms. Priyanka Pahuja Company Secretary and Compliance Officer of the Company has beenappointed as the Nodal officer as per the provisions of IEPF. The details of the same maybe accessed on the Company's website at: https://www.mirza.co.in/shareholders-information.php.

Share Transferred to IEPF

During the year the Company transferred 28453 shares on 11th December2019 to the IEPF. The shares transferred were on account of dividends unclaimed for sevenconsecutive years.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and

Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015 is presented in a separate section forming part ofthe Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Committee in place as per theprovisions of Section 135 of the Companies Act 2013. As on 31st March 2020the Committee consisted of Mr. Rashid Ahmed Mirza Chairman Mr. Tasneef Ahmad Mirza andMr. Sudhindra Kumar Jain Members.

The Company's Corporate Social Responsibility Policy (CSR

Policy) duly approved by the Board indicates the activities to be undertaken by theCompany to fulfil the expectation of our Stakeholders and to continuously improve oursocial environmental and economical performance while ensuring sustainability andoperational success of our Company. The Company would also undertake other need basedinitiatives in compliance with Schedule VII to the Companies Act 2013. The guidingprinciples for all CSR initiatives of the Company are as follows:

Establishing a guideline for compliance with the provisions of Regulations to dedicatea percentage of Company's profits for social projects;

Ensuring the implementation of CSR initiatives in letter and spirit through appropriateprocedures and reporting; and

Creating opportunities for employees to participate in socially responsibleinitiatives. The CSR Policy may be accessed on the Company's website at the link:https://www.mirza.co.in/corporate-information.php.

The Annual Report on CSR activities for the FY 2019-20 is enclosed as Annexure-IIto this Report.

HUMAN RESOURCES

Company believes that Human Resource is the key to its success. A well planned HumanResource policy and its proper implementation with employees satisfaction nurture theCompany's growth story for long run. The Company provides a fair and inclusive environmentthat promotes new ideas respect for the individual and equal opportunity to succeed.Experience merit and performance leadership abilities strategic vision collaborativemindset teamwork and result orientation are actively promoted and rewarded through anobjective appraisal process.

The number of people employed as on 31st March 2020 was 3188 (31stMarch 2019: 3848). Industrial Relations were satisfactory during the year.

The Company wishes to put on record its deep appreciation of the co-operation extendedand efforts made by all employees.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information required as per Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure-III to this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 a statement showing the names and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rules is provided in the Annual Report which forms part of this Report. Havingregard to the provisions of the first proviso to Section 136(1) of the Act the AnnualReport excluding the aforesaid information is being sent to the members of the Company.The said information is available for inspection at the Corporate Office of the Company onall working days during the business hours till the date of ensuing Annual GeneralMeeting. Any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished on request.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy:

Energy conservation measures are being carried out continuously in its operationalactivities by way of monitoring energy related parameters on regular basis. (i) To achieveabove objectives the following steps are being undertaken by the Company:-

Continuously monitoring the energy parameters such as maximum demand power factorload factor on regular basis.

Installation of energy efficient LED lights by replacing high energy consuming lights.

Increasing the awareness of energy saving within the organization to avoid the wastageof energy.

(ii) Steps taken for utilization of alternate source of energy:-

Introduction of "Solar Power" is under implementation.

Capital investment on energy conservation equipments:

Financial Year 2019-20
Amount RS. 111 Lac

(b) Technology Absorption

Efforts made towards technology absorption

Following efforts are made during the year towards technology absorption:

Replacement of old Desktops / Laptops with latest technology Laptops and dataprocessing units;

Introduction of Women sports / running shoes with memory foam socks;

Introduction of new designs for shoe uppers; and

Expansion of retail base of Online stores in domestic market.

Benefits derived

Speedy and real time updated flow of information between management and staff level;

Adding customer base remaining half population i.e.

Indian Women;

Introduction of approx. 965 new articles during the year;

Value addition and Brand building via online outlets with more customer reach;

(i) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) N/A

(ii) Expenditure incurred on Research and Development: RS._963.16 Lac

c) Foreign Exchange Earnings And Outgo

During the year the foreign exchange earned was RS._465.06 Crore as compared toRS._454.50 Crore during the previous year. The foreign exchange outgo was RS._330.07 Crorein the Previous Year.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015.

The report on Corporate Governance as stipulated under

SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 forms part of this Annual Report. The requisite certificate from thePracticing Company Secretary confirming compliance with the conditions of corporategovernance is attached to the Report on Corporate Governance.

AUDITORS a) Statutory Auditors

At the 38th Annual General Meeting (AGM) of the Company held on 28thSeptember 2017 the

Shareholders approved the appointment of M/s. DRA

& Co. Chartered Accountants as Statutory Auditors of the Company having Firm'sRegistration No. 006476N to hold the office till the conclusion of the 43rd AGMsubject to rati_cation of the appointment by the Shareholders at every AGM.

Pursuant to the notification issued by Ministry of Corporate Affairs (MCA) dated 7thMay 2018 for the Companies (Amendment) Act 2017 and Companies (Audit and Auditors)Amendment Rules 2018 the appointment of Statutory Auditors is not required to be rati_edat every AGM therefore no resolution for such rati_cation is taken in the Notice of theensuing AGM.

The Company has received a certificate from M/s. DRA

& Co. Chartered Accountants (ICAI Firm Registration No.006476N) confirming theireligibility to continue as Auditors of the Company in terms of the provisions of Section141 of the Companies Act 2013 and the rules framed thereunder. They have also confirmedthat they hold a valid certificate issued by the Peer Review

Board of the Institute of Chartered Accountants of

India as required under the provisions of Regulation 33 of the Listing Regulations.

The Notes on Financial Statement referred to in the Auditors' Report areself-explanatory and therefore do not require any further comments. There was no instanceof fraud during the year under review which required the Statutory Auditors to report tothe Audit

Committee and/or Board under Section 143(12) of the

Companies Act 2013 and the rules made thereunder.

b) Secretarial Auditor

The Board had appointed CS K.N. Shridhar Proprietor of M/s. K.N. Shridhar &Associates Company Secretaries

(CP No. 2612) to conduct Secretarial Audit for the FY 2019-20 pursuant to theprovisions of Section 204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report in FormNo. MR – 3 for the FY 2019-20 is enclosed as Annexure-IV to this Report. TheSecretarial Audit Report does not contain any observation or adverse remark.

c) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 and Companies (Audit and Auditors) Rules2014 the Company is required to appoint a cost accountant for auditing the cost recordsof the Company and the remuneration payable to the said cost accountant is required to berati_ed by the Shareholders of the Company.

Accordingly on the recommendation made by the Audit

Committee the Board of Directors of the Company appointed Mr. A.K. Srivastava CostAccountant to audit the cost records of the Company for the year ended 31stMarch 2020.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 the extract of theAnnual Return in Form No. MGT – 9 is enclosed as Annexure-V to this Report.

NUMBER OF BOARD MEETINGS

During the year under review four Board Meetings were convened and held on 30thMay 2019 9th August 2019 12th November 2019 and 12thFebruary 2020 the details of which are given in the Corporate Governance Report which isforming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Non-Executive Independent Directors namely CASudhindra Kumar Jain Mr. Qazi Salam Noorus CA Sanjiv Gupta and CA Saumya Srivastava. Forfurther details please refer Report on Corporate Governance which is forming part of thisAnnual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the

Company during the financial year with related parties were in the ordinary course ofbusiness and on an arm's length basis. The disclosure in Form No. AOC-2 is enclosed as Annexure-VIto this Report.

During the year the Company entered into Related Party Transactions with Euro FootwearPrivate Limited and Mirza U.K. Limited (related parties) which exceeded the amountprescribed under the provisions of Companies

Act 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 and were considered material in accordance with thepolicy of the Company on Materiality of Related Party Transactions. The aforesaidtransaction was approved by Shareholders of the Company in the fortieth Annual GeneralMeeting held on 19th September 2019 by way of an ordinary resolution.

The Policy on Materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board may be accessed on the Company's website at thelink: https://www.mirza.co.in/corporate-information.php.

Your Directors draw attention of the members to Note No. 30 to the financial statementswhich set out related party disclosures.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at work place incompliance with the provisions of the Sexual Harassment of Women at Work place(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder forprevention and redressal of complaints of Sexual Harassment at work place.

The Company is committed to providing equal opportunities without regard to their racecaste sex religion colour nationality disability etc. All women associates(permanent temporary contractual & trainees) as well as any women visiting theCompany's office premises or women service providers are covered under this Policy. Allemployees are treated with dignity with a view to maintain a work environment free ofsexual harassment whether physical verbal or psychological. The Internal ComplaintsCommittee has been set up to redress complaints regarding sexual harassment if any.

The Directors further state that during the year under review there were no complaintsfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors in terms of Section 134 of the CompaniesAct 2013 state that: (a) in the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards read with requirements set out underSchedule III to the Act has been followed and there are no material departures;

(b) the Directors has selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofthe profit of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors has prepared the annual accounts on a ‘going concern' basis;

(e) the Directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors has devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

GENERAL

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) Issue of equity shares with differential right as to dividend voting or otherwise.

c) Issue of shares (including Sweat Equity Shares) to employees of the Company underany scheme.

d) Issue of Employees Stock Option to employees of the Company under any scheme.

d) 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.

e) No fraud has been reported by the Auditors to the

Audit Committee or the Board.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operationreceived from the financial institutions banks government authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by all employees of theCompany.

For and on behalf of the Board of Directors

Place: Dubai Rashid Ahmed Mirza

Date: 10th November 2020 Chairman and Managing Director

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

Sl. No. Particulars Details Details
1 Name of the subsidiary MIRZA (H.K.) LIMITED MIRZA BANGLA LIMITED
2 The date since when subsidiary was acquired 17/10/2017 08/10/2018
3 Reporting period for the subsidiary concerned if different from the holding company's reporting period NA NA
4 Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries Hong Kong Dollar (HK$); 1 HKD=9.72INR TAKA 1 TAKA=0.89 INR
5 Share capital 10000 Hong Kong Dollar (HK$) 4692000 TAKA
6 Reserves & surplus 64359 Hong Kong Dollar (HK$) (117357) TAKA
7 Total Assets 82985 Hong Kong Dollar (HK$) 4696352 TAKA
8 Total Liabilities 82985 Hong Kong Dollar (HK$) 4696352 TAKA
9 Investments 0.00 0.00
10 Turnover 750814 Hong Kong Dollar (HK$) 5077505 TAKA
11 Profit/Loss before taxation 58839 Hong Kong Dollar (HK$) (113357) TAKA
12 Provision for taxation 0.00 0.00
13 Profit after taxation 58839 Hong Kong Dollar (HK$) (113357) TAKA
14 Proposed Dividend 0.00 0.00
15 Extent of shareholding (in percentage) 100 99.90

Part "B": Associates and Joint Ventures

Not applicable as the Company does not have any associate company / joint ventureduring the year under review.

.