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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Mirza International Ltd.

Mar 31, 2025

Your Directors present the 46^th Annual Report on the business and operations of the Mirza International Limited (âthe Company or âMILâ) along with the Audited Financial Statements for the financial year ended March 31,2025.

Financial Summary

The Company''s standalone and consolidated financial performance for the year ended March 31,2025 is summarised below:

('' in Lakhs)
Particulars	Standalone		Consolidated
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Income
Revenue from operations	56,958.40	60,272.08	58,122.71	63,035.82
Other income	66.12	667.59	152.15	801.31
Total Income	57,024.52	60,939.67	58,274.86	63,837.13
Expenses
Operating Expenditure	42,319.20	43,611.45	42,942.06	46,373.63
Finance costs	902.22	707.92	1,060.55	1,179.49
Depreciation and Amortisation expense	3,040.07	2,806.45	3,061.27	2,832.57
Other expenses	11,236.84	11,993.81	11,566.09	11,791.84
Total Expenses	57,498.33	59,119.63	58,629.97	62,177.52
Profit / (Loss) before tax	(473.81)	1,820.03	(355.11)	1,659.61
Tax Expense	75.00	476.00	(25.11)	452.78
Profit / (Loss) for the Year	(398.81)	1,344.03	(330.00)	1,206.83

State of Companyâs Affairs

The financial highlights (standalone and consolidated) of the Company are as under:

â¢ The Consolidated Revenue from operations is '' 58,122.71 Lakhs as compared to '' 63,035.82 Lakhs in the previous year.

â¢ The Standalone Revenue from operations is '' 56,958.40 Lakhs as compared to '' 60,272.08 Lakhs during the previous year.

â¢ The Standalone Profit / (Loss) before Tax is '' (473.81) Lakhs as compared to '' 1,820.03 Lakhs during the previous year.

Growth Strategy Exports

During the year, your Company is focusing on export marketing of its product with facts that during financial year 2024-25, export turnover of the Company was '' 48,638.80 Lakhs as against '' 51,539.56 lakhs during financial year 2023-24. The Company is looking to get upward movement from last achieved export turnover subject to global economic conditions. Your

Company''s efforts in maintaining a focus on promoting own brands, ensuring timely product availability to our international partners has further led to your Company being recognised as one of the top leather exporters from India.

Sales & Marketing

During the year, your Company continued to strengthen its distribution network expansion in markets, while empowering its sales force and channel partners with innovative digitised solutions for seamless efficiency. Comprehensive measures undertaken to give best-in-class rewards and recognition to the sales force have arrested attrition and reinforced our value proposition to our employees.

With its philosophy of âCustomer First'' your Company regularly refreshed its product portfolio in line with consumer expectations and launched a slew of new products this year.

Innovation and Design Edge

Our globally-admired designs are inspired by our intimate knowledge of fashion and trends in different countries and brought to life at our design studios. The Company has an expert in-house design and development team that works closely with our global sales team to gather consumer insights and market

intelligence. This knowledge translates into compelling designs for our footwear.

The services of our in-house team help us to speed up product innovation. Our design centre and manufacturing units are connected by CAD / CAM, which further minimises the gap between design and manufacturing. Our success in innovation is also driven by specialist teams focussed on critical areas of footwear making. New product options at regular intervals keep our consumers engaged and interested in our brands, leading to fresh purchases.

We are among the few Indian overseas footwear suppliers to design our products in-house. As we own the Intellectual Property rights for our products, it protects our unique designs from being infringed upon.

Manufacturing Excellence

Our integrated facilities, expertise and strict adherence to high quality standards have made us an admired manufacturer and preferred global supplier. We are proud to have been gold rated and certified by the LWG (Leather Working Group) for our tannery. The Leather Working Group (LWG) is a multistakeholder group dedicated to promoting sustainable and appropriate environmental business practices within the global leather industry.

Our tannery, which is among the largest facilities in India, provides a steady supply of quality leather for our footwear units. Modern processes and machinery at the tannery enable high productivity, drive cost efficiencies, conserve energy and water, and minimise negative environmental impact. In-house research & development facility and the expertise of our leather technologists also facilitate the manufacture of customised solutions for niche sectors such as automotive industry and home decor.

Leather footwear production is undertaken at company-owned integrated manufacturing facilities. We have 4 manufacturing units equipped with the latest machinery and technology. These are located across Unnao and Greater Noida in Uttar Pradesh. The manufacturing facilities are supported by more than 25 dedicated ancillary units. Highly proficient footwear technicians are engaged at our facilities, who are involved in end-to-end product development - from material selection to designing to production. Our robust setup ensures seamless and uninterrupted operations as well as guarantees timely delivery of finished products.

Quality at Every Step

All our manufacturing facilities have SATRA accredited in-house laboratories for testing of raw materials and finished products. SATRA is recognised worldwide as a leading technical authority for footwear and leather goods.

Complete control over each stage of production and stringent checks ensure that our products are top quality. Regular inspection of intermediate products is also carried out at various

units to maintain quality of end product. Quality inspection of finished products is undertaken batchwise. As per international norms, all our products are REACH compliant.

E-commerce

E-commerce is the fastest growing channel for your Company. With all our brands present in leading e-commerce portals, your Company continued its sustained investments on these platforms and is well positioned to drive growth in the future. Our brands including âThomas Crickâ and âOff The Hookâ are currently live on Amazon, ASOS, Debenhams, Flipkart, Myntra, Tata Cliq, Limeroad, Jiomart and Ajio.

Scheme of Amalgamation(i) T N S Hotels And Resorts Private Limited with Mirza International Limited

The Board of Directors had approved the Scheme of Amalgamation of T N S Hotels And Resorts Private Limited (the Transferor Company) with Mirza International Limited (the Transferee Company). The Hon''ble National Company Law Tribunal, Allahabad Bench, Prayagraj (NCLT) vide its Order dated January 24, 2025 (date of pronouncement of Order) approved the Scheme of Amalgamation. The Scheme has become operative with effect from the Effective Date February 20, 2025, on filing of NCLT Order with the Registrar of Companies, Uttar Pradesh, Kanpur. The Scheme is effective from April 1, 2023, being the Appointed Date of the Scheme.

In terms of the Scheme, T N S Hotels And Resorts Private Limited has been merged into Mirza International Limited along with all the assets and liabilities on going concern basis, with effect from April 1, 2023. Since the Transferor Company was a wholly owned subsidiary of the Transferee Company, no new share was issued pursuant to the Scheme of Amalgamation.

A detailed note is given on the accounting treatment of the Scheme of Amalgamation in Note No. 39 of Financial Statements.

(ii) RTS Fashion Limited with Mirza International Limited

After the close of the Financial Year, the Board of Directors in its meeting held on May 24, 2025, has approved the Scheme of Amalgamation of RTS Fashion Limited (the Transferor Company) with Mirza International Limited (the Transferee Company), subject to necessary approvals. The Transferor Company - RTS Fashion Limited is a foreign company having its registered office in Dubai, the United Arab Emirates. Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, no new share will be issued pursuant to the Scheme of Amalgamation. The Company has already filed the requisite Application with the Hon''ble National Company Law Tribunal, Allahabad Bench, Prayagraj for necessary directions and order.

Share Capital

The Authorised Share Capital of your Company as on March 31, 2025 stood at '' 59,39,45,000 divided into 29,69,72,500 equity shares having face value of '' 2 each. The Issued, Subscribed and Paid-up Share Capital of your Company is '' 27,64,03,800 divided into 13,82,01,900 equity shares of '' 2 each.

Pursuant to the approval of the Scheme, the Authorised Share Capital of the Transferor Company - T N S Hotels And Resorts Private Limited amounting '' 1,00,000 has been added into the Authorised Share Capital of the Company.

Directors and Key Managerial Personnel

During the year under review, the members of the Company in their 45^th Annual General Meeting has approved, upon recommendation of the Nomination and Remuneration Committee and Board of Directors:

â¢ the re-appointment of Mr. Sanjay Bhalla and Ms. Saumya Srivastava as Non-Executive Independent Directors for second term of 5 (five) consecutive years commencing from August 9, 2024 upto August 8, 2029 upon completion of their first term.

â¢ the re-appointment of Mr. Sanjiv Gupta as NonExecutive Independent Director for second term of 5 (five) consecutive years commencing from November 12, 2024 upto November 11,2029 upon completion of his first term.

â¢ the appointment Mr. Sabir Amin Ul Rahman as NonExecutive Independent Director for a period of 5 (five) consecutive years w.e.f. May 28, 2024 upto May 27, 2029.

â¢ the appointment of Mr. Subhash Chander Sapra as Non-Executive Independent Director for a term of 5 (five) consecutive years commencing from July 27, 2024 upto July 26, 2029 (both days inclusive).

Further, Mr. Sudhindra Kumar Jain, Dr. Yashvir Singh and Mr. Qazi Noorus Salam ceased to be Independent Directors of the Company upon completion of their second term of 5 (five) consecutive years w.e.f. September 18, 2024. Your Directors express their deep appreciation and gratitude to the aforesaid Directors for their extensive contribution and guidance received towards the business growth of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Tauseef Ahmad Mirza, Managing Director who was liable to retire by rotation at the 45^th AGM being eligible, re-appointed by the members vide ordinary resolution in the 45^thAGM held on July 27, 2024. Further, Mr. Tasneef Ahmad Mirza, Whole-time Director is liable to retire by rotation at the ensuing AGM, and being eligible, have offered himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The resolution seeking members approval for his re-appointment

Subsidiary, Joint Ventures and Associate Companies

During the year under review, Genesis Brands Private Limited has become the wholly owned subsidiary of the Company w.e.f. September 17, 2024.

As on March 31,2025, your Company had 2 (two) wholly-owned subsidiary companies i.e., Genesis Brands Private Limited, RTS Fashion Limited (Dubai) and 1 (one) step-down subsidiary company i.e., Mirza (U.K.) Limited. The Company does not have any associates or joint ventures as on March 31,2025.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

A statement containing the salient features of the financial statements of our subsidiaries in the prescribed format Form AOC-1 is annexed with financial statement of the Company.

In accordance with Section 136 of the Act, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company''s website https://mirza.co.in/financial.php?id=sf. These documents will also be available for inspection at our Registered and Head office in Noida, on any working day between 3:00 p.m. to 5:00 p.m. till the date of the ensuing Annual General Meeting (AGM) of the Company.

Material changes and commitments after the closure of the financial year

There has been no material changes and commitments occurred in the Company after the closure of the financial year till this report.

Change in nature of business

There has been no change in the nature of business of the Company.

Dividend

The Company has not declared any Dividend for the financial year ended on March 31,2025.

Transfer to reserve

The Board has not transferred any amount to General Reserve.

Deposits

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

forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment.

The brief resume of the Director seeking appointment / reappointment along with other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company and the Corporate Governance Report forming part of the Annual Report.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 (âActâ) and Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management.

The Independent Directors of the Company are persons of integrity and comprise of appropriate skills / expertise / competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

The Company has received confirmation from all its Independent Directors that they are registered in the Independent Directors'' Data Bank of the Indian Institute of Corporate Affairs at Manesar, in compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

The details of programmes conducted for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the https://mirza.co.in/ corporate.php?id=td.

Key Managerial Personnel

As of March 31, 2025, following are the Key Managerial Personnel (KMP) of the Company as per Sections 2(51) and 203 of the Act:

â¢ Mr. Tauseef Ahmad Mirza, Managing Director

â¢ Mr. Shahid Ahmad Mirza, Whole-time Director

â¢ Mr. Tasneef Ahmad Mirza, Whole-time Director

â¢ Mr. Faraz Mirza, Whole-time Director

â¢ Mr. Nirmal Sahijwani, Whole-time Director

â¢ Ms. Harshita Nagar, Company Secretary & Compliance Officer

â¢ Mr. V. T. Cherian, Chief Financial Officer

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual Directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc. Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated. A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

Companyâs policies:

Pursuant to the provisions of the Companies Act, 2013 and other corporate laws, the Board of Directors are required to frame different policies / maintain systems / plans and devise codes. Hereunder, details of Company''s policies are detailed below:

1. Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act and the Listing Regulations, as amended. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company''s website at https://mirza.co.in/corporate.php?id=po.

2. Risk Management Policy

The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The Policy provides for a robust Risk Management Framework to identify and assess strategic, operational, financial and compliance risks and monitors the effectiveness and efficiency of risk mitigation and control measures. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

The following table provides a list of years for which unclaimed dividend and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:
Year	Type of dividend	Dividend Per Share	Date of declaration	Due date for transfer	Amount (in '')¹
2017-18	Final	0.90	26.09.2018	25.10.2025	7,75,770.30
2018-19	Final	0.90	19.09.2019	18.10.2026	33,74,712.00
2019-20	Interim	0.90	12.02.2020	09.03.2027	9,21,929.40
*Amount unclaimed as on March 31		2025.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. The guiding principles for all CSR initiatives of the Company are as follows:

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

â¢ Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

â¢ Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Company''s website at the link: https://mirza.co.in/corporate.php?id=po.

The Annual Report on CSR activities for the financial year 202425 is annexed as Annexure - I to this Report.

Human Resources

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

The number of people employed as on March 31, 2025 was 1,436 (March 31, 2024: 1,662). Industrial Relations were satisfactory during the year.

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

The Risk Management Framework of the Company consists of three key components:

â¢ Risk identification and assessment: Periodic assessment to identify significant risks for the Company and prioritising the risks for action. Mechanisms for identification and prioritisation of risks include risk survey, business risk environment scanning and focused discussions in Risk Management Committee. Risk survey of executives across units, functions is conducted before the annual strategy exercise. Risk register and internal audit findings also provide pointers for risk identification.

â¢ Risk measurement, mitigation and monitoring:

For top risks, dashboards are created that track external and internal indicators relevant for risks, so as to indicate the risk level. The trend line assessment of top risks, analysis of exposure and potential impact are carried out. Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed.

â¢ Risk Reporting: Top risks report outlining the risk level, trend line, exposure, potential impact and status of mitigation actions is discussed in Risk Management Committee on a periodic basis. In addition, risk update is provided to the Board. Entity level risks such as project risks, account level risks are reported to and discussed at appropriate levels of the organisation.

The Board takes responsibility for the overall process of Risk Management in the organisation, through Enterprise Risk Management Programme, Business units and Corporate functions address opportunities and attendant risks through an institutionalised approach aligned to the Company''s objective.

3. Vigil Mechanism (Whistle Blower)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct / business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against victimisation of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairperson of the Audit Committee.

The Vigil Mechanism (Whistle Blower) Policy is available on Company''s website at the https://mirza.co.in/corporate. php?id=po.

4. Dividend Distribution Policy

I n terms of Regulation 43A of the Listing Regulations, the Company has in place the Dividend Distribution Policy which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is available on Company''s website at https://mirza. co.in/corporate.php?id=po.

Disclosure under Secretarial Standards

The Directors state that the Company is complying with all the applicable Secretarial Standards on meetings of the Board of Directors.

Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

Internal Financial Control Systems and their Adequacy

The internal control systems commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings and recommendations, adequacy of internal controls and compliance with accounting policies and regulations.

Investor Education and Protection Fund (IEPF)

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

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

Details of the Nodal Officer

Ms. Harshita Nagar, Company Secretary and Compliance Officer of the Company has been appointed as the Nodal officer as per the provisions of IEPF. The details of the same may be accessed on the Company''s website at: https:// https://mirza. co.in/shareholders.php?id=no.

Share transferred to IEPF

During the year, the Company transferred 87,644 shares on November 11, 2024 to the IEPF. The shares transferred were on account of dividends unclaimed for seven consecutive years.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Act. As on March 31, 2025, the Committee consisted of Mr. Tauseef Ahmad Mirza, Chairperson, Mr. Tasneef Ahmad Mirza, Mr. Nirmal Sahijwani and Mr. Sanjiv Gupta as members of the Committee.

The Company''s Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company.

Particulars of Employees and other Additional Information

The Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - II to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing top ten employees in respect of their remuneration and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed as Annexure - III.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgoa) Conservation of energy:

Energy conservation measures are being carried out continuously in its operational activities by way of monitoring energy related parameters on regular basis.

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

â¢ Continuously monitoring the energy parameters such as maximum demand, power factor, load factor on regular basis;

â¢ Installation of energy efficient LED lights by replacing high energy consuming lights; and

â¢ Increasing the awareness of energy saving within the organisation to avoid the wastage of energy.

Steps taken for utilisation of alternate source of energy;

â¢ I nstallation of solar plants with a capacity of 3,750 KW at our plant locations that generate an average of 14,500 units of electricity each day.

Capital investment on energy conservation equipment:

Financial Year	2024-25
Amount	'' 157.36 Lakhs

b) Technology Absorptioni) Efforts made towards technology absorption

Following efforts are made during the year towards technology absorption: ¹

â¢ Introduction of new designs for shoe uppers; and

â¢ Expansion of online platforms in global market.

ii) Benefits derived

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

â¢ Adding customer base remaining half population i.e. Women; and

â¢ Value addition and Brand building via online outlets with more customer reach:

(i) I n case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : N/A

(ii) Expenditure incurred on Research and Development: '' 930.26 Lakhs

c) Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned was '' 7,439.78 Lakhs as compared to '' 49,331.15 Lakhs during the previous year. The foreign exchange outgo was '' 7,568.68 Lakhs as compared to '' 6,784.49 Lakhs during the previous year.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere 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 the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

Auditors and Auditors Reporta) Statutory Auditors

M/s. Khamesra Bhatia & Mehrotra, Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the Company held on September 28, 2022, to hold office as Statutory Auditors for a period of five consecutive years i.e. upto the conclusion of the 48^th AGM. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

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

/ or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Rule 9 Managerial Personnel Rules and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Board of Directors had appointed M/s. R&D Company Secretaries, Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended March 31,2025. The Secretarial Audit Report issued by them is annexed as Annexure -IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

In addition to the above and in compliance with Regulation 24A(2) of the Listing Regulations, Annual Secretarial Compliance Report issued by M/s. R&D Company Secretaries, Secretarial Auditors, for the financial year ended March 31, 2025, has been submitted with the Stock Exchanges within prescribed time. In terms of the applicable provisions of the Act, SEBI LODR Regulations, the Board of Directors has, on the recommendation of the Audit Committee, in thier meeting held on May 24, 2025, has recommended to the members the appointment of M/s. R&D Company Secretaries, Practicing Company Secretaries, as Secretarial Auditors to conduct the secretarial audit of the Company for the first term of five (5) consecutive years from the financial year 2025-26 to financial year 2029-30 at such remuneration as shall be finalised by the Board of Directors of the Company. They have also confirmed their eligibility for the said appointment.

c) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 maintenance of Cost Records is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, have appointed Mr. Arun Kumar Srivastava, Cost Accountants, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the financial year 2024-25.

The Board of Directors has, based on the recommendations of the Audit Committee, in their meeting held on May 24, 2025, re-appointed Mr. Arun Kumar Srivastava, Cost Accountant, as Cost Auditors of the Company to conduct the audit of the Company''s Cost Records for the financial year 2025-26. Mr. Arun Kumar Srivastava has confirmed his independence and arm''s length relationship with the Company and that he is free from the disqualifications specified in Section 139, 141 of the Act and his

appointment meets the requirements prescribed in Section 141(3)(g) and 148 of the Act.

I n compliance with Rule 14 of the Companies (Audit and Auditors), Rules, 2014, an item for ratification of remuneration of Cost Auditors for conducting the audit for the financial year 2025-26 has been included in the Notice of the ensuing AGM for member''s approval.

The observation / emphasis of matter given in the Cost Audit Report with respect to maintenance of unit of measurement other than those specified in HSN Code as per the Customs Tariff Act, 1975, are self-explanatory and therefore, do not call for any further comments.

Annual Return

Pursuant to Section 134(3)(a), the draft Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31,2025, is hosted on the website of the Company and can be accessed at i.e., https://mirza. co.in/financial.php?id=ar under âInvestorsâ Section.

Number of Board Meetings

During the year under review, 4 (four) Board Meetings were convened and held on May 28, 2024, August 5, 2024, October 29, 2024 and January 30, 2025, the details of which are given in the Corporate Governance Report which is forming part of this Annual Report.

Audit Committee

The Audit Committee comprises of Non-Executive Independent Directors namely Mr. Sanjiv Gupta, Chairperson and Mr. Sanjay Bhalla, Mr. Sabir Amin Ul Rahman and Ms. Saumya Srivastava as members. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

The recommendations / observations of the Audit Committee placed before the Board during the financial year ended March 31, 2025 in respect of matters pertaining to the financial management or any other matter related thereto, were considered and duly accepted by the Board of Directors of the Company.

Contracts and Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure - V forming part of this Report. Notes to Accounts cover information on Related Party Transactions entered into by the Company.

All contracts / arrangements entered with Related Parties in terms of Section 188(2) of the Companies Act, 2013 were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company has entered into transactions with Olive Shoes Private Limited, REDTAPE Limited

and Mirza (U.K.) Limited, Related Parties which were considered material in terms of the Company''s policy on materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The aforesaid transactions were approved by members in the Annual General Meeting held on September 23, 2023.

The Policy on Related Party Transactions is available on the website of the Company, i.e., https://mirza.co.in/corporate. php?id=po.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress complaints regarding Sexual Harassment, if any.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134 of the Companies Act, 2013 (âActâ), state that:

a) in the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the loss of the Company for the year ended on that date;

c) t he Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t he Directors had prepared the annual accounts on a âgoing concern'' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) t he Directors had devised proper systems to ensure compliance with the provisions of 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 the following 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 under any scheme.

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

Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.

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

Mar 31, 2024

The Directors are pleased to present the 45^th Annual Report on the business and operations of the Mirza International Limited (âthe Company or âMILâ) along with the Audited Financial Statements for the financial year ended March 31,2024.

Financial Summary

The Companyâs standalone and consolidated financial performance for the year ended March 31,2024 is summarised below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Income	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Income
Revenue from operations	60,272.08	62,705.69	63,035.82	65,300.57
Other income	713.40	502.71	801.31	503.23
Total Income	60,985.48	63,208.40	63,837.13	65,803.80
Expenses
Operating Expenditure	43,611.45	45,007.89	46,373.63	45,841.59
Finance costs	704.23	773.31	1,179.49	979.04
Depreciation and Amortization expense	2,801.82	2,530.30	2,832.57	2,559.47
Other expenses	11,991.09	11,486.15	11,791.84	12,828.53
Total Expenses	59,108.59	59,797.65	62,177.52	62,208.61
Profit before tax	1,876.89	3,410.75	1,659.61	3,595.19
Tax Expense	479.00	792.45	455.78	951.12
Profit for the Year	1,397.89	2,618.30	1,203.83	2,644.90

State of Companyâs Affairs

The financial highlights (standalone and consolidated) of the Company are as under:

â¢ The Consolidated Revenue from operations is '' 63,035.82 Lakhs as compared to '' 65,300.57 Lakhs in the previous year.

â¢ The Standalone Revenue from operations is '' 60,272.08 Lakhs as compared to '' 62,705.69 Lakhs during the previous year.

â¢ The Standalone Profit before Tax is '' 1,876.89 Lakhs as compared to '' 3,410.75 Lakhs during the previous year.

Growth Strategy Exports

During the year, your Company is focusing on export marketing of its product with facts that during financial year 2023-24, export turnover of the Company was '' 51,539.56 Lakhs as against '' 52,616.85 Lakhs during financial year 2022-23. The Company is looking to get upward movement from last achieved export turnover subject to global economic conditions. Your Companyâs efforts in maintaining a focus on promoting own brands, ensuring timely product

availability to our international partners has further led to your Company being recognized as one of the top nonleather exporters from India.

Sales & Marketing

During the year, your Company continued to strengthen its distribution network expansion in under penetrated markets, while empowering its sales force and channel partners with innovative digitized solutions for seamless efficiency. Comprehensive measures undertaken to give best-in-class rewards and recognition to the sales force have arrested attrition and reinforced our value proposition to our employees.

With its philosophy of âCustomer Firstâ your Company regularly refreshed its product portfolio in line with consumer expectations and launched a slew of new products this year.

Innovation and Design Edge

insights and market intelligence. This knowledge translates into compelling designs for our footwear and accessories.

The services of our in-house team help us to speed up product innovation. Our design centre and manufacturing units are connected by CAD/CAM, which further minimises the gap between design and manufacturing. Our success in innovation is also driven by specialist teams focussed on critical areas of footwear making. New product options at regular intervals keep our consumers engaged and interested in our brands, leading to fresh purchases.

We are among the few/only Indian overseas footwear suppliers to design our products in-house. As we own the Intellectual Property rights for our products, it protects our unique designs from being infringed upon.

Manufacturing Excellence

Our integrated facilities, expertise and strict adherence to high quality standards have made us an admired manufacturer and preferred global supplier.

Quality at Every Step

All our manufacturing facilities have SATRA accredited inhouse laboratories for testing of raw materials and finished products. SATRA is recognised worldwide as a leading technical authority for footwear and leather goods.

Complete control over each stage of production and stringent checks ensure that our products are top quality. Regular inspection of intermediate products is also carried out at various units to maintain quality of end product. Quality inspection of finished products is undertaken batchwise. As per international norms, all our products are REACH compliant.

E-commerce

Scheme of Amalgamation

During the year under review, the Board of Directors of the Company in its meeting held on July 27, 2023, had approved a Scheme of Amalgamation of T N S Hotels And Resorts Private Limited with Mirza International Limited framed under the provisions of Sections 230 & 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, together with Section 2(1B) of the Income Tax Act, 1961, and other applicable provisions. This scheme is subject to necessary regulations, approval and sanction by the Honâble National Company Law Tribunal.

The Transferor Company - T N S Hotels And Resorts Private Limited is a wholly-owned subsidiary of the Transferee Company - Mirza International Limited. Accordingly, no shares or other consideration is being issued by the Transferee Company on the proposed amalgamation. The appointed date of the proposed Scheme of Amalgamation is April 1,2023.

Subsidiary, Joint Ventures and Associate Companies

As on March 31, 2024, your Company had 2 (two) wholly-owned subsidiary companies i.e., T N S Hotels And Resorts Private Limited and RTS Fashion Limited (Dubai) and 1 (one) step-down subsidiary company i.e., Mirza (U.K.) Limited. The Company does not have any associates or joint ventures as on March 31,2024.

A statement containing the salient features of the financial statements of our subsidiaries in the prescribed format Form AOC-1 is annexed with financial statement of the Company.

In accordance with Section 136 of the Act, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Companyâs website https://mirza.co.in/financial.php?id=sf These documents will also be available for inspection at our Corporate Office in New Delhi, on any working day between 3:00 p.m. to 5:00 p.m. till the date of the ensuing Annual General Meeting (AGM) of the Company.

Material changes and commitments after the closure of the financial year

There has been no material changes and commitments occurred in the Company after the closure of the financial year till this report.

Change in nature of business

There has been no change in the nature of business of the Company.

Dividend

The Company has not declared any Dividend for the financial year ended on March 31,2024.

Transfer to reserve

The Board has not transferred any amount to General Reserve.

Deposits

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

Share Capital

The Authorised Share Capital of your Company as on March 31,2024 stood at '' 59,38,45,000 divided into 29,69,22,500 equity shares having face value of '' 2 each. The Issued, Subscribed and Paid-up Share Capital of your Company is '' 27,64,03,800 divided into 13,82,01,900 equity shares of '' 2 each.

Directors and Key Managerial Personnel

Mr. Tauseef Ahmad Mirza was re-appointed as a Managing Director and Mr. Shahid Ahmad Mirza and Mr. Tasneef Ahmad Mirza as Whole-time Directors of the Company for a period of 3 (three) years from October 1,2023 to September 30, 2026 by the members at the 44^th Annual General Meeting (âAGMâ) of the Company held on September 23, 2023.

The members have also approved the appointment of Mr. Nirmal Sahijwani and Mr. Faraz Mirza as Whole-time Directors of the Company w.e.f. July 27, 2023 and August 12, 2023 respectively, in their 44^th AGM held on September 23, 2023.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shahid Ahmad Mirza, Whole-time Director who was liable to retire by rotation at the 44^th AGM being eligible, re-appointed by the members vide ordinary resolution in the AGM held on September 23, 2023. Further, Mr. Tauseef Ahmad Mirza, Managing Director is liable to retire by rotation at the ensuing AGM, and being eligible, have offered himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The resolution seeking members approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment.

The Board of Directors in their meeting held on May 28, 2024 upon recommendation of the Nomination and Remuneration Committee and subject to the approval of members:

â¢ have re-appointed Mr. Sanjay Bhalla and Ms. Saumya Srivastava as Non-executive Independent Directors for second term of 5 (five) consecutive years commencing from August 9, 2024 upon completion of their first term.

â¢ has re-appointed Mr. Sanjiv Gupta as Non-executive Independent Director for second term of 5 (five) consecutive years commencing from November 12, 2024 upon completion of his first term.

â¢ has appointed Mr. Sabir Amin Ul Rahman as an Additional Director in the category of Non-Executive Independent Director for a period of 5 (five) consecutive years w.e.f. May 28, 2024.

â¢ has recommended the appointment of Mr. Subhash Chander Sapra as Non-Executive Independent Director for a term of 5 (five) consecutive years commencing from the date of ensuing AGM or from any other date as approved by the members.

Further, Mr. Sudhindra Kumar Jain, Dr. Yashvir Singh and Mr. Qazi Noorus Salam will ceased to be Independent Directors of the Company upon completion of their second term of 5 (five) consecutive years at the close of business hours on September 18, 2024.

The brief resume of the Directors seeking appointment / re-appointment along with other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company and the Corporate Governance Report forming part of the Annual Report.

The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

The Company has received confirmation from all its Independent Directors that they are registered in the Independent Directorsâ Data Bank of the Indian Institute of Corporate Affairs at Manesar, in compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

As of March 31, 2024, following are the Key Managerial Personnel (KMP) of the Company as per Sections 2(51) and 203 of the Act:

â¢ Mr. Tauseef Ahmad Mirza, Managing Director

â¢ Mr. Shahid Ahmad Mirza, Whole-time Director

â¢ Mr. Tasneef Ahmad Mirza, Whole-time Director

â¢ Mr. Faraz Mirza, Whole-time Director

â¢ Mr. Nirmal Sahijwani, Whole-time Director

â¢ Ms. Harshita Nagar, Company Secretary & Compliance Officer

â¢ Mr. V. T. Cherian, Chief Financial Officer

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc. Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

Companyâs policies:

Pursuant to the provisions of the Companies Act, 2013 and other corporate laws, the Board of Directors are required to frame different policies/ maintain systems/ plans and devise codes. Hereunder, details of Companyâs policies are detailed below:

1. Nomination and Remuneration Policy

policy is available on the Companyâs website at https:// mirza.co.in/corporate.php?id=po

2. Risk Management Policy

The Risk Management Framework of the Company consists of three key components:

â¢ Risk identification and assessment: Periodic assessment to identify significant risks for the Company and prioritizing the risks for action. Mechanisms for identification and prioritization of risks include risk survey, business risk environment scanning and focused discussions in Risk Management Committee. Risk survey of executives across units, functions is conducted before the annual strategy exercise. Risk register and internal audit findings also provide pointers for risk identification.

â¢ Risk measurement, mitigation and monitoring: For

top risks, dashboards are created that track external and internal indicators relevant for risks, so as to indicate the risk level. The trend line assessment of top risks, analysis of exposure and potential impact are carried out. Mitigation plans are finalized, owners are identified and progress of mitigation actions are monitored and reviewed.

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 an institutionalized approach aligned to the Companyâs objective.

3. Vigil Mechanism (Whistle Blower)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/ Employees and other stakeholders of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct / business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against

victimization of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairman of the Audit Committee.

The Vigil Mechanism (Whistle Blower) Policy is available on Companyâs website at the https://mirza.co.in/ corporate.php?id=po

4. Dividend Distribution Policy

In terms of Regulation 43A of the Listing Regulations, the Company has in place the Dividend Distribution Policy which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is available on Companyâs website at https:// mirza.co.in/corporate.php?id=po

Disclosure under Secretarial Standards

The Directors state that the Company is complying with all the applicable Secretarial Standards on meetings of the Board of Directors.

Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

Internal Financial Control Systems and their Adequacy

Investor Education and Protection Fund (IEPF)

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

Year	Type of dividend	Dividend Per Share	Date of declaration	Due date for transfer	Amount (in '')*
2016-17	Final	0.90	28.09.2017	27.10.2024	9,76,678.20
2017-18	Final	0.90	26.09.2018	25.10.2025	7,75,770.30
2018-19	Final	0.90	19.09.2019	18.10.2026	33,74,712.00
2019-20	Interim	0.90	12.02.2020	09.03.2027	9,21,929.40
*Amount unclaimed as on March 31,2024.

Details of the Nodal Officer

Ms. Harshita Nagar, Company Secretary and Compliance Officer of the Company has been appointed as the Nodal officer as per the provisions of IEPF. The details of the same may be accessed on the Companyâs website at: https:// mirza.co.in/shareholders.php?id=no.

Share transferred to IEPF

During the year, the Company transferred 46,842 shares on January 3, 2024 to the IEPF. The shares transferred were on account of dividends unclaimed for seven consecutive years.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations is presented in a separate section, forming part of the Annual Report.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Act. As on March 31,2024, the Committee consisted of

Mr. Tauseef Ahmad Mirza, Chairman, Mr. Tasneef Ahmad Mirza, Mr. Nirmal Sahijwani and Mr. Sanjiv Gupta as members of the Committee.

The Companyâs Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. The guiding principles for all CSR initiatives of the Company are as follows:

â¢ Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Companyâs profits for social projects;

â¢ Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

â¢ Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Companyâs website at the link: https://mirza.co.in/corporate.php?id=po

The Annual Report on CSR activities for the financial year 2023-24 is annexed as Annexure - I to this Report.

Human Resources

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

The number of people employed as on March 31,2024 was 1,662 (March 31, 2023: 1,672). Industrial Relations were satisfactory during the year.

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

Particulars of Employees and other Additional Information

The Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - II to this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgoa) Conservation of energy:

Energy conservation measures are being carried out continuously in its operational activities by way of monitoring energy related parameters on regular basis.

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

â¢ Continuously monitoring the energy parameters such as maximum demand, power factor, load factor on regular basis;

â¢ I nstallation of energy efficient LED lights by replacing high energy consuming lights.

â¢ I ncreasing the awareness of energy saving within the organization to avoid the wastage of energy;

Steps taken for utilization of alternate source of energy;

â¢ I nstallation of solar plants with a capacity of 3,750 KW at our plant locations that generate an average of 14,500 units of electricity each day.

Capital investment on energy conservation equipment:

Financial Year 2023-24

Amount '' 6 4.25 Lakhs

b) Technology Absorption

> Efforts made towards technology absorption

Following efforts are made during the year towards technology absorption:

â¢ Replacement of old Desktops / Laptops with latest technology Laptops and data processing units;

â¢ Introduction of new designs for shoe uppers; and

â¢ Expansion of online platforms in global market.

> Benefits derived

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

â¢ Adding customer base remaining half population i.e. Indian Women;

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

(i) I n case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : N/A

(ii) Expenditure incurred on Research and Development: '' 957.30 Lakhs

c) Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned was '' 49,331.15 Lakhs as compared to '' 46,598 Lakhs during the previous year. The foreign exchange outgo was '' 6,784.49 Lakhs as compared to '' 4,009 Lakhs during the previous year.

Corporate Governance

Auditors and Auditors Reporta) Statutory Auditors

The Notes on Financial Statement referred to in the Auditorsâ Report are self-explanatory and therefore do not require any further comments. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Mallika & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditor is annexed as Annexure - IV.

The comments made by the Secretarial Auditor in her report and explanation/ clarification of the Company are given below:

Comments made in the Secretarial Audit Report

Explanation/ clarification of the Company

The Company has submitted the Related Party Transactions for the Quarter and Half year ended September 30,

2023 with the delay of 2 (Two) days and a fine of '' 5,900 has been imposed on the Company for the Non- Compliance of Regulation 23 (9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Due to technical issue, the same was not submitted within due timelines.

Save as mentioned above, the observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence, do not call for any further comments.

c) Cost Auditor

In terms of provisions of Section 148(1) of the Companies Act, 2013 maintenance of Cost Records is required by the Company and accordingly such accounts and records are made and maintained.

Annual Return

Pursuant to Section 134(3)(a), the draft Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2024, is hosted on the website of the Company and can be accessed at i.e., https:// mirza.co.in/financial.php?id=ar under âInvestorsâ Section.

Number of Board Meetings

During the year under review, 5 (five) Board Meetings were convened and held on May 27, 2023, July 27, 2023, August 12, 2023, November 4, 2023 and February 3, 2024 the details of which are given in the Corporate Governance Report which is forming part of this Annual Report.

Audit Committee

The Audit Committee comprises of Non-Executive Independent Directors namely Mr. Sudhindra Kumar Jain, Chairman and Mr. Sanjay Bhalla, Mr. Sanjiv Gupta and Ms. Saumya Srivastava as members. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

The recommendations / observations of the Audit Committee placed before the Board during the financial year ended March 31,2024 in respect of matters pertaining to the financial management or any other matter related thereto, were considered and duly accepted by the Board of Directors of the Company.

Contracts and Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure - V forming part of this Report. Notes to Accounts cover information on Related Party Transactions entered into by the Company.

All contracts / arrangements entered with Related Parties in terms of Section 188(2) of the Companies Act, 2013 were in the ordinary course of business and on an armâs length basis. During the year under review, the Company has entered into transactions with Olive Shoes Private Limited, REDTAPE Limited and Mirza (U.K.) Limited, Related Parties which were considered material in terms of the Companyâs policy on materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The aforesaid transactions were approved by members in the Annual General Meeting held on September 23, 2023.

The Policy on Related Party Transactions is available on the website of the Company, i.e., https://mirza.co.in/corporate. php?id=po

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Companyâs office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134 of the Companies Act, 2013 (âActâ), state that:

a) i n the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

d) the Directors had prepared the annual accounts on a âgoing concernâ basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of 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 the following 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) I ssue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

Acknowledgements

Mar 31, 2018

To,

The Members of

Mirza International Limited

The Directors have pleasure in presenting their Thirty-Ninth Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/STATE OF THE COMPANY AFFAIRS

(Rs, in Crore)

Particulars	Standalone		Consolidated
	2017-18	2016-17 \|	2017-18	2016-17
Total Revenue	972.50	936.51	972.50	936.51
Earning before Finance Costs, Depreciation and amortization Expenses and Taxes	174.41	161.93	174.41	161.93
Less: Finance Charges	24.96	25.93	24.96	25.93
Depreciation & Amortization Expenses	31.61	29.06	31.61	29.06
Profit Before Tax	117.84	106.94	117.84	106.94
Less: Provision for Taxes	39.42	35.20	39.42	35.20
Profit After Taxes	78.42	71.74	78.42	71.74
Other Comprehensive Income	(2.09)	2.45	(2.09)	2.45
Total Comprehensive Income for the year	76.33	74.19	76.33	74.19

2. MAJOR HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial year 2017-18 has been yet another

successful year for your Company. The major highlights

are given below:

- The Revenue from operations increased to Rs, 972.09 Crore from Rs, 935.68 Crore in the previous year. Thus showing an increase of about 3.89 %

- The Profit Before Tax has gone upto Rs, 117.84 Crore as compared to Rs, 106.94 Crore for the previous year, thereby showing the increase of about 10.19%.

- The EBITDA increased to Rs, 174.41 Crore from Rs, 161.93 Crore in the previous year, thus showing an increase of about 7.71%

- Cash Profit increased to Rs, 110.03 Crore from Rs, 100.80 Crore in the previous year, showing an increase of about 9.16 %.

- The Earning Per Share has also shot up to Rs, 6.52 as against Rs, 5.96 achieved in the Previous Year

3. GROWTH STRATEGY

i) This year Company successfully implemented the Scheme of Amalgamation of Hi-Life Fabricators Private Limited with your Company. Both the Amalgamating and Amalgamated Companies are engaged in the same line of business, thus your Company got benefits which are as given below:

a) Channelize synergies

b) Optimum utilization of the available resources besides enabling a focused business approach for achieving optimization.

c) Higher long-term financial returns, greater financial strength and flexibility

d) Reduce duplication of systems and processes.

e) Efficient and cost effective management system in view of consolidation of operations.

f) Enhanced shareholder value.

ii) Company also acquired entire stake of MIRZA (H.K) Limited in Hong Kong. Now it has become the Wholly Owned Subsidiary of Mirza International Ltd.. Both the Companies are in the same line of business. This has open a new market place for the Company for procuring new range of products at economical cost.

iii) RED TAPE has already been established as a well known global brand. During the last several years, Company was generating higher revenue from global markets. Company has now focused to increase its share in domestic market by opening more number of exclusive retail outlets, deeper penetration in e-commerce segment along with launching of new brands like Bond Street and extension in Red Tape athleisure.

iv) During this year, the Company also launched its online retail outlets, where people can buy those products which are selling on E-Market on the same prices of offline Market, after being satisfied with the quality of the products that gives complete satisfaction to the consumers.

4. SUBSIDIARY / ASSOCIATE COMPANY

The Company has one foreign subsidiary as on March

31, 2018 Viz Mirza (H.K.) Ltd. There are no other associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiaries.

In accordance with Section 129 (3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of the annual report. Further, Companies which have become or ceased to be Companyâs subsidiaries, joint ventures or associate companies, and a statement containing the salient features of the financial statements of our subsidiary in the prescribed format AOC-1 is appended as Annexure I to the Directorâs Report. The statement also provides details of the performance and financial position of subsidiary.

5. DIVIDEND AND RESERVE

After considering the Companyâs financial performance, profitability and future growth plans, the Board of Directors of the Company are pleased to recommend a Final Dividend of Rs, 0.90 per share i.e 45% on 12,03,06,000 Equity Shares of face value Rs, 2/each of the Company. The total outflow on account of Dividend, if approved by Members, will be Rs, 13.05 Crore (inclusive of Dividend Distribution Tax of Rs, 2.22 Crore) and such Dividend to be distributed to those Equity Shareholders whose name would appear on the Register of Members as on date of book closing on 19 September 2018 in proportion to paid-up value of Equity Shares. The Board proposes to transfer the amount of Rs, 8.00 Crore to General Reserve, as compared to Rs, 7.50 Crore transferred in the previous year.

The dividend pay-out is in accordance with the Companyâs Dividend Distribution Policy. Dividend Distribution Policy is available on Companyâs Website (http://www.mirza.co.in/policy.html).

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Irshad Mirza, Chairman, Mr. Rashid Ahmed Mirza-Managing Director & CEO, Mr. Shahid Ahmad Mirza, Mr. Tauseef Ahmad Mirza, Mr. Tasneef Ahmad Mirza and Mr. Narendra Prasad Upadhyaya- Whole-Time Directors, Mr. V. T. Cherian, Chief Financial Officer and Mr. Ankit Mishra- Company Secretary and Compliance

Officer of the Company are the Key Managerial Personnel pursuant to Section 2 (51) and Section 203 of the Act, read with the Rules framed thereunder. There is no change in KMP during the year.

During the year Late Mr. Islamul Haq, Non-Executive Independent Director of the Company ceased to be Director of the Company w.e.f July 14, 2017 because of his sad demise. The Board places on record its appreciation towards valuable contribution made by him during his tenure as Non-Executive Independent Director of the Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder, Mr. Tasneef Ahmad Mirza (DIN No : 00049066), Whole Time Director of the Company, is liable to retire by rotation at ensuing Annual General Meeting and being eligible have offered himself for re-appointment. The Board recommends his re-appointment.

Independent Directors declaration

Pursuant to the provisions of Section 149 of the Act, Mr. Sudhindra Kumar Jain, Mr. Pashupati Nath Kapoor, Mr. Qazi Salam Noorus, Dr. Yashvir Singh, Mr. Subhash Sapra and Mrs. Vinita Kejriwal are Independent Directors of the Company. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). There has been no change in the circumstances affecting their status as an Independent Director during the year.

During the year, the Independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded their opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified in the Companies Act, 2013 and Rules made there under as well as concerning provisions of SEBI (LODR) Regulations, 2015.

7. EVALUATION OF BOARDâS PERFORMANCE

The Company has devised criteria for performance evaluation of Independent Directors, Board/ Committees and other individual Directors, which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia consider attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter-se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy. The annual evaluation of the performance of the Board, its Committees and of individual directors has been made based on devised criteria.

The Chairman of the respective Committee shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated based on report of evaluation received from respective Committees.

The report on performance evaluation of the individual Director was reviewed and feedback was given to Directors.

8. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

All the new Independent Directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate Governance report. Further, at the time of appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available on our website at http://mirza.co.in/download.html

9. REMUNERATION POLICY

The Company has a Policy relating to appointment of Directors, payment of Managerial Remuneration, Directorâs qualification, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The policy is enclosed as Annexure II to the Directorâs Report.

10. RISK MANAGEMENT POLICY

Pursuant to the requirement of Section 134(3) (n) of the Companies Act, 2013, the Company has already in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The Policy provides for a robust Risk Management Framework to identify and assess risks such as operational, strategic, financial, security, property, regulatory, reputational and other risks and that there is an adequate Risk Management Infrastructure in place capable of addressing these risks.

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

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

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

(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.

11. WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, MIL has established a robust Vigil Mechanism and a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct in accordance with provisions of the Act and Listing Regulations. During the year under review, the Company has not received any complaints under the said mechanism. The Policy of Vigil Mechanism is available on the Companyâs Website (http://mirza. co.in/policy.html)

12. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

13 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

14. INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the companyâs policies, the safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

15. I NVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 (âThe Rulesâ), mandates that Companies shall transfer dividend that has remained unclaimed for a period of 7 years from the unpaid dividend account to investor education and protection fund (IEPF). Further, the rules mandates that the shares on which dividend has not been paid or claimed for a period of 7 consecutive years or more be transferred to the IEPF.

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

Year	Type of dividend	Dividend Per Share	Date of declaration	Due date for transfer	Amount*
2010-11	Final	0.50	08 September 2011	07 October 2018	4,98,046.00
2011-12	Final	0.50	29 September 2012	28 October 2019	5,79,786.00
2012-13	Final	0.50	28 September 2013	27 October 2020	5,47,300.00
2013-14	Final	0.50	20 September 2014	19 October 2021	5,47,867.00
2014-15	Final	0.50	29 September 2015	28 October 2022	4,92,305.00
2015-16	Final	0.50	29 September 2016	28 October 2023	7,23,657.00
2016-17	Final	0.90	28 September 2017	27 October 2024	4,70,083.00

*Amount unclaimed as on March 31, 2018

Share Transferred to IEPF

During the year, the Company transferred 2,82,990 shares on December 12, 2017 to the IEPF. The shares transferred were on account of dividends unclaimed for seven consecutive years.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section, forming part of the Annual Report.

17. HUMAN RESOURCES

The Company believes that people are its most valuable assets. To this extent, the Company provides a fair and inclusive environment that promotes new ideas, respect for the individual and equal opportunity to succeed. Experience, merit and performance, leadership abilities, strategic vision, collaborative mind-set, teamwork and result orientation are actively promoted and rewarded through an objective appraisal process.

Identifying and recruitment of appropriate candidates and retention of employees continue to be the greatest challenges faced by the Indian industry. The Company adopts various recruitment processes including employee reference and will continue to provide greater attention to training. Being a multi-cultural and multi-location Company, diversity is fostered.

The number of people employed as on March 31, 2018 was 3408 (March 31, 2017 : 3,211). Industrial Relations were satisfactory during the year.

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

18. CORPORATE SOCIAL RESPONSIBILITY(CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companyâs website at: http://www.mirza.co.in/policy.html.

The Company has identified following focus areas for CSR engagement:

Healthcare: Health care including preventive health care and sanitation and making available safe drinking water;

Education: Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

Women Empowerment: Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

Rural Development: Undertaking and promoting projects for development of rural India.

The Company also undertakes other need based initiatives in compliance with Schedule VII to the Act.

The initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

19. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

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

The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company.

Having regard to the provisions of the first proviso to Section 136 (1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of energy:

The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related parameters on regular basis. It is putting best endeavor to reduce energy consumption in its operations and activities.

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

- Continuously monitoring the energy parameters such as maximum demand, power factor, load 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 wastage of energy;

Steps taken for utilization of Renewable Energy Resources;

- Introduction of âSolar Energyâ is under evaluation.

Capital investment on energy conservation equipments during the Financial Year 2017-18 was '' 118.17 Lakh.

b) Technology Absorption

i. Efforts made towards technology absorption

The Company develops in-house Technology and is not dependent on any outside Technology/Source. Following efforts are made during the year towards technology absorption:

a. Replacement of old Desktops / Laptops with latest technology Laptops and data processing units;

b. Introduction of Kids sports shoes with memory foam socks;

c. Developing of new designs for shoe uppers.

d. Opening of Online stores in domestic market.

e. Installation of conveyor at Warehouse, Great Noida.

ii. Benefits derived

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

b. Development of cost effective shoes with same quality level;

c. Introduction of approx. 1200 new Articles during the year;

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

e. Time and Labour cost saving for loading / unloading.

f. Better product acceptance

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NIL

iv. Expenditure incurred on Research and Development: '' 82.09 Lakh

c) Foreign Exchange Earnings And Outgo

During the year, the foreign exchange earned was '' 461.03 Crore as compared to '' 584.80 Crore during the previous year. The foreign exchange outgo was '' 205.75 Crore as against '' 105.44 Crore in the previous year.

21. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Regulations is annexed as Annexure V of this report.

The Certificate of Practicing Company Secretary confirming compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

22. AUDITORS

a) Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. DRA & CO., Chartered Accountants, New Delhi (ICAI Firm Registration No.006476N) was appointed as the

Auditors of the Company for a consecutive period of five years from conclusion of the 38^th AGM held on September 28, 2017 until conclusion of the 43^rd AGM of your Company scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated 7 May 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. DRA & Co. Chartered Accountants, New Delhi (ICAI Firm Registration No.006476N) as the Auditors of the Company, by the Members at the ensuing AGM.

Your Company has received a certificate from M/s. DRA & Co. Chartered Accountants, New Delhi (ICAI Firm Registration No.006476N) confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

b) Secretarial Auditor

The Board had appointed Mr. K. N. Shridhar, Practicing Company Secretary, Proprietor of K.N. SHRIDHAR & ASSOCIATES, Membership No. 3882 and C.P No. 2612 to undertake the Secretarial Audit of the Company for the year ended March 31, 2018.

The Secretarial Audit Report for the financial year ended March 31, 2018 annexed herewith is marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer

c) Cost Auditor

As per Section 148 of the Companies Act, 2013 the Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. The Board of Directors of the Company has on recommendation of Audit Committee, approved the appointment of Mr. A. K. Srivastava, Cost Accountant, for conducting the Cost Audit pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ending March 31, 2018.

23. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act, the annual return for the year under review can be accessed on the companyâs website at www.mirza.co.in under âInvestor Relationsâ column.

24. BOARD MEETINGS

During the Year 2017-18, Board met 4 times on May 30, 2017, August 05, 2017, November 07, 2017 and February 02, 2018, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

25. BOARD COMMITTEE

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

All decisions pertaining to the constitution of Committees, appointment of members and fixing 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 of meeting held during the financial year and attendance at meetings, are provided in the Report of Corporate Governance in the Annual Report.

26. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

All Related Party Transactions are placed before the audit committee for its approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of Transactions.

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

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Work place (prevention, prohibition and redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at work place.

The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Companyâs office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

No complaints pertaining to Sexual Harassment were received during the Financial Year 2017-18.

28. IND AS

The Ministry of Corporate Affairs (MCA) has notified the Companies (Indian Accounting Standards (IND AS) Rules 2015, which stipulates the adoption and applicability of IND AS in a phased manner beginning from the Accounting period 2016-17 and subsequently, issued Amendment Rules 2016 to amend the 2015 Rules.

The Company has first time adopted IND AS w.e.f April 01, 2017. The implementation of IND -AS is a change process for which the Company has established a project team and his dedicating appropriate resources. The impact of the change on adoption of IND-AS on the Companyâs reported reserves and surplus and on the Net Profit for the relevant period is being assessed.

29. SHARE CAPITAL

During the year Company has received a confirmation order from Regional Director, Northern Region - New Delhi in Form CAA-12 as per provisions of Section 233 of the Companies Act, 2013 read with Rules made thereunder for approval of Scheme of Amalgamation between Hi-Life Fabricators Private Limited (Transferor Company of UP) with your Company.

In terms of Scheme of Amalgamation your Companyâs Authorized Share Capital increased from '' 51,00,00,000/- (Rupees Fifty One Crore Only) to '' 51,25,00,000/- (Rupees Fifty One Crore Fifty Lakh

Only) divided into 25,62,50,000 (Twenty Five Crore Sixty Two Lakh Fifty Thousand) equity shares of '' 2/each. Further to the above there is no change in the issued, subscribed and paid up share capital of the Company.

30. CREDIT RATING

During the year, the Rating for Companyâs Short term bank facilities and borrowing programme was reaffirmed at âCRISIL A1â by CRISIL. The Long Term Banking Facilities was re-affirmed at âCRISIL A/Stableâ. According to CRISIL, MIL will continue to benefit over the medium term from its integrated operations and the extensive industry experience of promoters.

ICRA Limited has also re-affirmed the Long Term Rating at [ICRA] A and has assigned a âStableâ outlook on the Long Term Rating.

31. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

32. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme save and except Employeesâ Stock Options Plan referred to in this Report.

d) No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Companyâs operation in future.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

33. DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations 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 standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls were adequate and were operating effectively;

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

34. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contribution made by the 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 and various Government Authorities for the support and co-operation extended to the Company.

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

For and on behalf of the Board of Directors

Place: Kanpur Irshad Mirza

Date : August 07, 2018 Chairman

Mar 31, 2017

To,

The Members of

Mirza International Limited

The Directors have pleasure in presenting their Thirty-Eight Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2017.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs, in Crore)

particulars Standalone Consolidated
Total Revenue	2016-2017	2015-2016	2016-2017
Total Revenue	936.56	928.73	936.56
Earning before Finance Costs, Depreciation and amortization Expenses and Taxes	161.39	173.52	161.39
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

2. growth strategy

i) This year Company has adopt the strategy of market penetration by which we have launched our new Brand âBOND STREETâ which seeks to have a mass appeal by providing fashionable footwear at very low price points.

ii) Your Company already set a benchmark in leather shoes market, this year your Company has launched At leisure Sports range which is unique in market using fly knit technology. This will help in setting new benchmark in the market and adding more customer base.

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

3. subsidiary / associate company

As on March 31, 2017, we have one subsidiary company

i.e Hi-Life Fabricators Private Limited 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 of the Company, which form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format

AOC-1 is appended as Annexure I to the Directorâs Report. The statement also provides the details of the performance and financial position of the subsidiary.

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

4. DIVIDEND

After considering the Companyâs financial performance, profitability and future growth plans, the Board of Directors of the Company are pleased to recommend a Final Dividend of '' 0.90 per share i.e 45% on 12,03,06,000 Equity Shares of face value '' 2/- each of the Company. The total outflow on account of Dividend, if approved by Members, will be '' 13.04 Crore (inclusive of Dividend Distribution Tax of Rs, 2.21 Crore) and such Dividend to be distributed to those Equity Shareholders whose name would appear on the Register of Members as on date of book closing on September 22, 2017, in proportion to paid-up value of Equity Shares.

The Board of Directors of the Company had voluntarily adopted the Dividend Distribution Policy in line with SEBI (LODR) Regulations, 2015. Dividend Distribution Policy is available on Companyâs Website (http://www.mirza.co.in/policy.html).

5. RESERVES

The Board proposes to transfer the amount of Rs, 7.50 Crore to General Reserve, as compared to Rs, 8.00 Crore transferred in the previous year.

6. DIRECTORS AND KEY MANAGERIAL personnel

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

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 Chief Financial Officer of the Company w.e.f May 30, 2016. The Board place on record its appreciation for the valuable services rendered and contribution made by Mr. Irshad Mirza during 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 Mirza as Chief Financial Officer of the Company w.e.f May 30, 2016 and thereby is designated as Key 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 with Rules made there under, Mr. Shahid Ahmad Mirza (DIN No : 00048990) and Mr. Tauseef Ahmad Mirza (DIN No: 00049037), Whole Time Directors of the Company, are liable to retire by rotation at ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment.

Independent Directors declaration

All the Independent Directors of your Company viz. 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 given a declaration pursuant to Provisions of Section 149 (7) of the Companies Act, 2013 affirming compliance to the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015. Based on the declaration(s) of Independent Directors, the Board of Directors recorded their opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified in the Companies Act, 2013 and Rules made there under as well as concerning provisions of SEBI (LODR) Regulations, 2015.

7. EVALUATION OF BOARDâS performances

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

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire for each evaluation was prepared and recommended to the Board by Nomination and Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations, ability to identify the cost benefits and implications of Board decisions etc.

8. FAMILIARISATION PROGRAMMES FOR independent DIRECTORS

The details of the programme for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the

Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company (URL http://mirza.co.in/download.html)

9. REMUNERATION policy

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board and is given as Annexure II to the Directorâs Report.

10. RISK MANAGEMENT policy

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

Audit Committee of the Company has been entrusted with responsibility to assist the Board in (a) Overseeing the Companyâs Risk Management process and controls, risk tolerance and Capital Liquidity and funding (b) Setting Strategic plans and objectives for Risk Management and review of Risk Assessment of the Company (c) Review of the Companyâs risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, product risk and reputational risk as well as the guide lines and processes for monitoring and mitigating such risks.

11. WHISTLE BLOWER policy & VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. This Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy of Vigil Mechanism is available on the Companyâs Website (http://mirza.co.in/policy.html)

12. particulars of loans, guarantees or

INVESTMENTS UNDER SECTION 186

Also pursuant to the schedule V of the SEBI (LODR) Regulations, 2015 Loans/Advances given to subsidiary have been disclosed to the notes to the standalone financial statements.

13. INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

14. I NVESTOR EDUCATION AND protection FUND

(iepf)

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

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

In order to receive prompt payment of dividend, the members/ investors are requested to demat the shares held in physical mode, register bank account particulars, opt for ECS facility, 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 Rs, 34 Lakh relating to dividends declared for the years F.Y. 2009-10 to FY15-16 (of which Rs, 3.20 Lakh Related to dividend for the year 2016), had not been claimed by shareholders. As an investor friendly measure, your Company has intimated shareholders to lodge their claims and related particulars were provided 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 Rs, 2,70,909/- was transferred to IEPF on November 04, 2016 after the settlement of claims by members received in response to the individual reminder letters sent by your Company to the respective members.

The dividend pertaining to 2009-2010 remaining unclaimed and unpaid, amounting to Rs, 4,65,924/- as on March 31, 2017, would be transferred to IEPF during October 2017 after settlement of the claims received up to the date of completion of seven years i.e. on 26th October, 2017

b. Transfer of shares to IEpF Demat account

I nvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and refund) Rules,

2016 was notified by the Ministry of Corporate Affairs (MCA) on September 07, 2016. As per Rule 6 of the said Rules, the shares, in respect of which dividend amounts have not been paid or claimed for 7 consecutive years, are required to be transferred to IEPF Suspense Account.

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

In terms of the above Rules, reminder dated November 26, 2016 was sent by the Company to all the shareholders who have not claimed their dividends for a consecutive period of 7 years, informing that their shares will be transferred to IEPF suspense account on December 06, 2016, if they do not place their claim for unclaimed dividend amounts before the Company. Company has also published Notices on Financial express (English) and Jansatta (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 the Rules and as per latest General Circular no. 06 / 2017 dated 29.05.2017, MCA has extended the due date for transfer of shares upto the date still to be decided by MCA. Your Company has provided the IEPF Rules, the paper notifications issued and a list of the shareholders, whose shares will be transferred to IEPF in the investor page of the website of the Company at www.mirza.co.in.

15. MANAGEMENT DISCUSSION AND ANALYSIS

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

16. HUMAN RESOURCES

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 3211 regular employees as on March 31, 2017.

17. corporate social responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company (URL:http://www.mirza.co.in/policy.html)

18. particulars of employees and other

ADDITIONAL INFORMATION

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

19. CONSERVATION OF ENERGY, TECHNOLOGY absorption AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. ENERGY CONSERVATION

MIL has always been a frontrunner in continually improving its operational performance in all areas, like productivity, yield, utilization and a host of other operating metrics, while reducing the consumption of fuel, power, stores and others. This is done by adopting an approach of continual improvement of process metrics across all energy consuming facilities.

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

The Company is committed to transform energy conservation into a stratergic business goal fully along with the technological sustainable development of Energy Management System. It is putting best endeavour to reduce energy consumption in its operations and activities.

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

- Continuously monitoring the energy parameters such as maximum demand, power factor, load factor on regular basis;

- Continuously replacing the inefficient equipmentâs with latest energy efficient technology & up gradation of equipmentâs continually;

- Increasing the awareness of energy saving within the organization to avoid the wastage of energy;

- To enhance utilization of Renewable Energy Resources;

- Exploring the feasibility of utilization of Solar Power at plant locations wherever possible;

B. RESEARCH AND DEVELOPMENT (R& D)

Research, Technology and innovation continue to be one of the key focus area to drive growth. In addition to developing new design, pattern and styles of Companyâs product, it also works on building new capabilities. To support this, Company avails services of qualified and experienced professionals / consultants.

C. TECHNOLOGY ABSORPTION

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

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

20.CORpORATE GOVERNANCE

As required by Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, a detailed report on Corporate Governance is given as Annexure V of this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate of Practicing Company Secretary confirming compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

21. AUDITORS

a) STATUTURY AUDITOR

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

deep appreciation for the valuable contributions of the Auditors during their long association 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 on August 05, 2017, appointed M/s D R A & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 006476N), as the Auditors of the Company, in place of retiring Auditors M/s Khamesra Bhatia & Mehrotra, Chartered Accountants to hold the office from the conclusion of the ensuing 38^th AGM until conclusion of the 43^rd AGM of your Company to be held in the year 2022, subject to approval of members of the Company at the ensuing Annual General Meeting and ratification by members of the Company every year thereafter, if required.

Your Company has received a certificate from M/s. D R A & Co. Chartered Accountants confirming their eligibility to be appointed as Auditors of the Company in terms of provisions of section 141 of the Companies Act, 2013 and Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by peer review Board of the Institute of Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33 of the SEBI (LODR) Regulations,

2015. The proposal for their appointment has been included in the notice convening 38^th Annual General Meeting for obtaining approval of members of the Company.

b) SECRETARIAL AUDITOR

The Board of Directors have appointed as per provisions of Section 204 of the Companies Act,

2013 and read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. K.N.Shridhar Practicing Company Secretary Proprietor of K.N. SHRIDHAR & ASSOCIATES, Membership No. 3882 and C.P.No. 2612 to undertake the Secretarial Audit of the Company for the year ended March 31, 2017. There are no adverse remarks or observations made in their Secretarial Audit Report. The Report of Secretarial Auditors is given in Annexure VI to this Report, which is attached herewith and forms a part of Directors Report.

c) COST AUDITOR

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

the Companies (Cost Records and Audit) Rules,

2014 as amended from time to time for the year ending March 31, 2017.

22. EXTRACT OF ANNUAL RETURN

As required under section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 forms a part of this Annual Report as ANNEXURE VII.

23. BOARD MEETINGS

During the Year 2016-17, Board met 5 times on April 1,

2016, May 30, 2016, July 30, 2016, November 12, 2016, and January 31, 2017, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

24. BOARD 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 and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

25. RELATED pARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement. All such contracts or arrangements have been approved by the Audit Committee.

The Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companyâs website http://mirza.co.in/policy.html. The Policy intends to insure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential conflict of interest that may arise because entering into these transactions are placed before the Audit Committee for review and approval.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

27. CREDIT RATING

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

28. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following 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. No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Companyâs operation in future.

29. DIRECTORSâ RESPONSIBILITY STATEMENT

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

your Directors make the following statements in terms

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

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,

2017 and of the profit of the Company for the year ended on that date ;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls were adequate and were operating effectively;

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

30. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contribution made by the 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 and various Government Authorities for the support and co-operation extended to the Company.

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

For and on behalf of the Board of Directors

Sd/-

Place : Kanpur Irshad Mirza

Date : 05.08.2017 Chairman

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirty- sixth Annual Report on the business and operations of the Company and the audited accounts for the Financial Year ended March 31,2015.

1. financial summary or highlights/ performance of the company

(Rs. in Crore)

Particulars 2014-15 2013-14

TOTAL REVENUE 918.99 707.35

Earning before Finance Costs, Depreciation and amortization Expenses and Taxes 142.64 121.82

Less: Finance Charges 39.29 32.00

Depreciation & Amortization Expenses 24.62 22.04

Profit Before Tax 78.73 67.78

Less: Provision for Taxes 27.57 24.41

PRofiT AfTeR TAxes 51.16 43.37

Add: Balance of profit brought forward 182.64 150.55

233.80 193.92

Less: Appropriations Transfer to General Reserve 5.50 5.00

Dividend on Equity Shares 4.64 4.64

Tax on proposed Dividend 0.94 0.79

Income Tax 2.55 0.85

Adjustment on account of Depreciation, net of Deferred Tax Liability [Refer Note 3b (c) (a)] 20.68 -

Balance at end of the Year 199.49 182.64

2. MAJOR HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company's performance during the year under report has been Commendable.

The Financial Year 2014-15 has been a successful year as your Company has added capacities in Tannery as well as in Shoe Divisions.

The major highlights are as given below:

* The Revenue from operation increased to Rs. 918.99 Crore from Rs. 707.35 Crore and thus showing growth of about 30%.

* The Profit Before Tax is Rs. 78.73 Crore as compared to Rs. 67.78 Crore for the previous year and thereby showing the growth of about 16%.

* The EBITDA increased to Rs. 142.64 Crore from Rs. 121.82 Crore in the previous year and thus showing an increase of about 17%.

* Export increased to Rs. 585.32 Crore from Rs. 450.20 Crore showing a growth of about 30%.

* Revenue from Domestic Market increased to Rs. 258.52 Crore from Rs. 199.89 Crore showing a growth of about 29%.

* Cash Profit increased to Rs. 75.78 Crore from Rs. 65.41 Crore showing an increase of about 16%.

3. growth strategy

The Board of Directors, in its meeting held on 11th March, 2015 has approved, in- principle, the Scheme of Merger / Amalgamation of Genesis footwear Enterprises Pvt. Ltd. (A Company under the same management and engaged in same line of business) and submitted the Scheme to the Stock Exchanges and Securities & Exchange Board of India (SEBI) for their approval. The copies of the documents in connection with the above have been posted at the Website of the Company. The proposed Merger will lead to an increased value generation for the Merged Company.

4. subsidiary / associate company

Company does not have any Subsidiary Company. However, Azad Multispeciality Hospital & Research Centre Ltd. (A Company registered U/s 8 of the Companies Act, 2013) is an Associate Company in which Company has Subscribed & Paid up Capital of 200000 Equity Shares of Rs. 10/- each, making 41.66% of the Paid up Capital. The Financial Statement of the Associate Company has not been consolidated in view of the Notification dated 14th October, 2014 of the Ministry of Corporate Affairs.

5. DIVIDEND

After considering the Company's profitability, cash flow and overall financial performance, your Directors are pleased to recommend a Dividend of Rs. 0.50 (25%) per Equity Shares of face value of Rs. 2/- each. The total outflow on account of dividend, if approved by Members, will be of about Rs. 5.43 Crore including about Rs. 0.94 Crore payable towards Dividend Distribution Tax, Surcharge and Cess on the same.

The Company paid the same dividend for the year ended 31st March 2014 also.

The Register of Members and Share Transfer Books will remain closed from 22nd September, 2015 to 29th September, 2015 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Thirty-sixth Annual General Meeting of the Company is to be held on Tuesday, 29th September, 2015.

6. RESERVES

The Board proposes to transfer the amount of Rs. 5.50 Crore to Reserve, as compared to Rs. 5.00 Crore transferred in the previous year.

7. share capital

During the year under review, your Company's Authorised Share Capital remained unchanged at Rs. 45 Crore (Forty Five Crore only) comprising 225000000 Equity Shares of Rs. 2 each. The Paid Up Equity Capital as at 31st March, 2015 remained at Rs. 18.54 Crore.

8. directors and key managerial personnel

Appointment:

During the year under report in compliance of the provisions of Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, Mrs. Vinita Kejriwal (DIN 06952088) was appointed as an Independent Director for a term of 5 years pursuant to Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and clause 49 of the Listing Agreement.

Retirement by Rotation:

In accordance with the provisions of Companies Act, 2013, Mr. Shahid Ahmad Mirza and Mr. Tauseef Ahmad Mirza, Whole Time Directors of the Company, are liable to retire by rotation at ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

Independent Directors

With coming into the force of the Companies Act, 2013 the Board appointed all the existing Independent Directors viz. Mr. P.N Kapoor , Dr. Yashveer Singh, Mr. Subhash Sapra, Mr. Q. N. Salam, Mr. Islamul Haq, Mr. Sudhindra Jain and Mrs. Vinita Kejriwal as Independent Directors under Section 149 of the Companies Act, 2013, for a term upto 5 years. The shareholders at their Annual General Meeting held on 20th September, 2014 have approved their appointment.

9. evaluation of boards performance

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board, its Committees and individual Directors, was carried out during the year under review. Questionnaire Approach was adopted for said evaluations.

The Nominations and Remuneration Committee at its meeting carried out a separate exercise for evaluating every Director's performance. The evaluation of Independent Directors was carried out without the presence of that Director. A separate meeting of the Independent Directors was convened which reviewed the performance of the Board (as a whole), the non Independent Directors and the Chairman.

Some of the key criteria's for performance evaluation were as follows:

Performance evaluation of Board and Committees.

1. Degree of fulfilment of key responsibilities.

2. Board structure and composition.

3. Effectiveness of Board processes, information and functioning.

4. Board culture and dynamics.

5. Quality of relationship between the Board and the Management.

6. Establishment and delineation of responsibilities to Committees.

Performance evaluation of Directors

1. Provide meaningful and constructive contribution and inputs in meetings.

2. Display a good degree of understanding of the Company, Industry Sector, Geography.

3. Display independence of judgement.

10. familiarisation programmes for independent directors

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The Company has issued appointment letters to the Independent Directors, setting out in detail, the terms of appointment, duties, roles, responsibilities and expectations from the appointed Director. Presentations are regularly made to the Board of Directors /Audit Committee /Nomination & Remuneration Committee/ Corporate social responsibilities Committee /Stake holder relationship Committee on various related matters, where Directors have interactive sessions with the Management.

11. remuneration policy

The Company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management personnel (SMP) and other employees of the Company. The Policy is approved by the Nomination & Remuneration Committee of the Company.

The Independent Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of Board. The Managing Director of the Company shall be paid remuneration as approved by the shareholders on the recommendation of the Board and Nomination & Remuneration Committee.

The Remuneration Policy of the Company is given as Annexure I to the Board's Report.

12. risk management policy

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal.

Your Company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. Audit Committee monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risk are at acceptable levels.

13. whistle blower policy & vigil mechanism

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure Whistle Blowing Mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and it also empowers the Audit Committee of Board of Directors to investigate the concerns raised by them. The Policy is also posted on the Website of the Company.

All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to Vigilance Officer of the Company in relation to matters concerning the Company. During the year under review, no employee of the Company was denied access to the Audit Committee.

14. particulars of loans, guarantees or investments under section 186

The Company has not given any Loans or Guarantees covered under the provisions of Section186 of the Companies Act, 2013. The details of the investment made by the Company is given in the notes to financial statements.

15. internal control system

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information complying with applicable status, safeguarding of assets of the Company and ensuring Compliance with Corporate Policies.

The Company has a dedicated Internal Audit team headed by a Qualified Chartered Accountant with skills commensurate with size, nature and complexity of operations of the Company. Internal Auditor reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically review the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the internal audit department. All significant audit observations and follow-up actions there on were reported to the Audit Committee.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with the actual performance to ensure timely action, if required.

The Audit Committee reviews adherence to internal control systems, Internal Audit Reports and legal compliances. The Committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

16. transfer of unpaid and unclaimed amounts to IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013 money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer by the Company has been deposited to the Investor Education Protection Fund (IEPF) established by Central Government.

17. management discussion and analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is given separately and forms part of Annual Report.

18. insider trading regulations

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Head of Compliance is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

19. code of conduct for directors & senior officers

The Board at its Meeting has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company's website.

20. human resources

Your Company treats its 'human resources" as one of its most important assets. During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement. The Company has strength of 2791 employees as on 31st March, 2015.

21. corporate social responsibility(csr)

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board.

The Company has identified Education and Health as key focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with the Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this Report.

22. PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure Ill to this Report.

23. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013;

(a) That in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule Ill to the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date ;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls were adequate and were operating effectively;

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

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

MIL has always been a frontrunner in continually improving its operational performance in all areas, like productivity, yield, utilization and host of other operating metrics, while reducing the consumption of fuel, power, stores and others. While undertaking the modernization and technology up-gradation of production facilities, due consideration is also given in selection of Plant and Equipment which conforms to the benchmarking standards in terms of energy conservation methodologies.

The key initiatives for conservation of energy taken by the Company were:

(a) Installation of new multi-fuel (Coal/Wood Chips fired) Boiler has replaced consumption of Coal and Diesel by usage of wood chips which is more cost effective and efficient and resulted into lower cost of fuel per sqft of leather. These are more environment friendly also.

(b) Installation of High Tech Leather Drying Machine has reduced considerably the Leather Drying Process and thus, resulting to reduced processing hours and saving of Power.

(c) Increased use of CFL/LED lighting solutions to replace the conventional lighting systems which paves the way for substantially reduced energy consumption.

(d) Company has taken up various Water Management Plans for optimum use of water resources, like treatment of process generated water and planned reuse of treated water for Green-Belt development, equipment, floor, road washing and some specified process activities before its final discharge.

(e) Installation of rain water tanks having dual plumbing for its re use of rain water and/or treated water for toilets, flushing and gardening purposes.

(f) The options for installing solar lights and solar panels for plant lighting are evaluated for using renewable energy.

RESEARCH AND DEVELOPMENT (R&D)

Research and Development (R&D) activities at MIL are focused mainly on process improvements, development of new designs, processes and products, energy optimization, waste utilization and use of low quality raw materials. Company keeps itself abreast of the technological up-gradation at all stages of production.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The Company absorbs and adapts the technologies on a continuous basis to meet its specific products needs from time to time. Innovation in process control, product development, cost reduction and quality improvement are being made on a continuous basis looking to the market requirements.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Foreign Exchange earned was Rs. 585.32 Crore mainly on account of Exports. The Foreign Exchange outgo was Rs. 128.75 Crore.

25. CORPORATE GOVERNANCE CERTIFICATE

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A detailed Report on Corporate Governance is given as Annexure IV to this Report. A certificate of Statutory Auditors, confirming compliance of the Corporate Governance requirements by the Company, is attached to the Report on Corporate Governance.

26. AUDITORS

a) STATUTORY AUDITORS

M/s. Khamesra Bhatia & Mehrotra, Chartered Accountants, (ICAI Registration No. 001410c) were appointed as Statutory Auditors of your Company to conduct the audit of accounts for the year ended 31st March, 2015. Their term of appointment expires at the conclusion of the forthcoming Annual General Meeting.

M/s. Khamesra Bhatia & Mehrotra have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013, and the rules framed thereunder. In terms of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. The Board, based on the recommendation of the Audit Committee, recommends the re-appointment of M/s. Khamesra Bhatia & Mehrotra as the Statutory Auditors of the Company.

The Auditors' Report to the Shareholders for the year under review does not contain any qualification.

b) SECTRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A S T O & Co. LLP, a firm of Company Secretaries in practice were appointed to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. There are no adverse remarks or observations made in their Secretarial Audit Report. The Report of Secretarial Auditors is given in Annexure V to this Report, which is attached herewith and forms a part of Board's Report.

c) cost auditors

The Board of Directors have appointed Mr. A. K. Srivastava, Cost Accountant, for conducting the Cost Audit of Company's cost records in respect of PVC / TPR Soles and Rubber Sole for the year ended 31st March, 2015. The Cost Audit Report for the financial year 2013-14 was filed within stipulated time. The Cost Audit Report for the financial year 2014-15 shall also be filed within prescribed time.

27. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 forms a part of this Annual Report as ANNEXURE VI .

28. NUMBER OF BOARD MEETINGS

During the Year 2014-15, Board met 8 times (on 24th May, 2014, 24th July 2014, 8th November, 2014, 23rd January, 2015, 3rd February, 2015, 20th February, 2015, 03rd March, 2015 and 11th March, 2015). The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

29. COMPOSITION OF AUDIT COMMITTEE

The Company has an Audit Committee comprising of 5 Members namely Mr. Sudhindra Jain, Chairman of the Committee and Mr. P. N. Kapoor, Mr. Subhash Sapra, Mr. Qazi Noorus Salam, Mr. Irshad Mirza as members. Other details about the said Committee are given in Corporate Governance Report. All the recommendations made by Audit Committee were accepted by the Board.

30. related parties transactions

All Related Party Transactions entered into during the financial year under review by the Company were on arm's length basis and in ordinary course of business. All related party transactions are placed before the meeting(s) of Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the financial year for the transactions which are of a foreseen and repetitive in nature. The Company's Policy on Related Party Transaction has been posted on Company's Website.

The web link to access the said policy is http://mirza.co.in/party- transactions.html

31. declaration by independent directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF women at workplace (prevention, PROHIBITION AND REDRESSAL) act, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. CREDIT RATING

CRISIL has given rating to the Company as 'CRISIL A / Stable/CRISIL'AI from 'CRISIL A-/Stable/CRISIL A2 '. The rating reflects your Company's strength supported by the cost optimisation initiative and expansion in the higher margin domestic retail business. CRISIL believes that MIL will continue to benefit from its integrated operation and promoters' extensive industry experience.

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

34. DETAILS OF SHAREHOLDERS SUSPENSE ACCOUNT:

Aggregate Number of Shareholders in the 58 Suspense Account lying as at 1st April,2014

Aggregate Outstanding Shares in the Suspense 116000 Account lying as at 1st April, 2014

Number of Shareholders who approached issuer for transfer of shares from Suspense Account 2 during the year ended 31st March, 2015

Number of Shareholders to whom shares were transferred from Suspense Account during the 2 year ended 31st March, 2015

Aggregate Number of Shareholders in the Suspense 56 Account lying as at 31st March, 2015

Aggregate Outstanding Shares in the Suspense 112000 Account lying at 31st March, 2015

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

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following 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. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

36. ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere thanks to the Banks and various Government Authorities for the support and co-operation extended to the Company and place on record their appreciation for the sincere and devoted services rendered by all employees of the Company at all levels. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

For and on behalf of the Board

Place: Kanpur IRSHAD MIRZA Date: 30th July, 2015 Chairman

Mar 31, 2014

Dear Shareholders,

The Directors of your Company are pleased to present the Thirty-fi fth Annual Report together with the audited accounts for the year ended March 31, 2014.

FINANCIAL RESULTS:

The fi nancial performance of the Company for the year ended March 31, 2014 is summarized below:

(Rs. in Crores)

2013-14 2012-13

TOTAL REVENUE 707.35 643.73

Earning before Finance Costs, Depreciation and amortization

Expenses and Taxes 121.82 115.88

Less: Finance Costs 32.00 31.57

Depreciation & Amortization

Expenses 22.04 19.92

Profit before Tax 67.78 64.39

Less: Provision for Taxes 24.41 20.95

Profit after Tax 43.37 43.44

Add: Balance in Profit & Loss Account 150.55 117.04

193.92 160.48 Less: Appropriations

Transfer to General Reserves 5.00 4.50

Dividend on Equity Shares 4.64 4.64

Tax on Dividend 0.79 0.79

Income Tax (Previous Years) 0.85 -

Closing Balance 182.64 150.55

193.92 160.48

PERFORMANCE OF THE COMPANY:

The turnover of the Company at Rs. 707.35 Crores has shown an increase of 9.89 % as compared to Rs. 643.73 Crores for the corresponding period in the previous year. The profi t before tax is Rs. 67.78 Crores as compared to Rs. 64.39 Crores for the previous year.

The major highlights of the performance are as under:

- The revenue from operations increase by 10 %.

- The EBITDA increased to Rs. 121.82 Crores from Rs. 115.88 Crores in the previous year and thus showing an increase of 5.13 %.

- Export increased to Rs. 450.20 Crores from Rs. 428.29 Crores, showing a growth of 5.12 %.

- Revenue from Domestic Market increased to Rs. 199.89 Crores from Rs. 154.57 Crores, showing a growth of 29.32 %.

- Cash Profi t increased to Rs. 65.41 Crores from Rs. 63.36 Crores, showing an increase of 3.24 %.

DIVIDEND

After considering the Company''s profi tability, cash fl ow and overall fi nancial performance, your Directors are pleased to recommend a Dividend of Rs. 0.50 (25%) per Equity share of Rs. 2/- each. The total outfl ow on account of dividend, if approved by the Members, will be about Rs.5.43 Crores including about Rs. 0.79 Crores payable towards dividend tax, surcharge and cess on the same.

The Company had paid the same dividend for the year ended March 31, 2013 also.

The Register of Members and share transfer books will remain closed from 13th September, 2014 to 20th September, 2014 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Thirty- fifth Annual General Meeting of the Company is scheduled to be held on Saturday, 20th September, 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Narendra Prasad Upadhyay, Whole-time director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to the relevant sections 149,150,152 read with Schedule IV of the Companies Act, 2013, Mr Sudhindra Jain, Mr Islam-ul-Haq, Mr P N Kapoor, Mr Subhash Sapra, Dr Yashveer Singh and Mr Quazi Noor- us-Salam, the existing Non-Executive Independent Directors of the Company, will be appointed as Non-Executive Independent Directors within the meaning of Companies Act, 2013, SEBI Regulations and the relevant Regulations, for a term of fi ve consecutive years upto 31st March, 2019, not liable to retire by rotation.

Subject to the approval of the members in the General Meeting, the Board of Directors re- appointed Mr Irshad Mirza as Chairman(Executive), Mr Rashid Ahmad Mirza as Managing Director, Mr Shahid Ahmad Mirza, Mr Tauseef Ahmad Mirza, Mr Tasneef Ahmad Mirza and Mr N P Upadhyay as Executive Directors of the Company for a period of three years as per the terms specifi ed in draft agreement to be placed before the ensuing Annual General Meeting .

Necessary resolutions for the appointment/re-appointment of the aforesaid directors has been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for appointment/re-appointment are mentioned in the explanatory statements of the Notice.

Your directors commend their appointment/re-appointment.

AUDITORS AND AUDITORS'' REPORT

M/s Khamesra Bhatia & Mehrotra, Chartered Accountants (Firm Registration No 001410C), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for the re-appointment.

The Company has received the certifi cate from the said Auditors to the effect that their re-appointment, if made, would be within the limits specifi ed in Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualifi ed for re-appointment.

The Auditors'' Report to the Members on the accounts of the Company for the year ended March 31, 2014 does not contain any qualifi cations and do not call for any further comments.

COST AUDITORS

The Board of Directors have appointed Mr A K Srivastava, Cost Accountant, for conducting the Cost Audit of Company''s cost records in respect of PVC/TPR Soles and Rubber Sole for the year ended March 31, 2014. The Cost Audit Report for the fi nancial year 2012-13 was fi led on 30th September, 2013, within stipulated time. The Cost Audit Report for the fi nancial year 2013-14 shall also be fi led within prescribed time.

SECRETARIAL AUDIT & RECONCILIATION OF SHARE CAPITAL

As a measure of good coporate governance practice, the Board of Directors appointed Ms Savita Jyoti Associates, Practicing Company Secretary, to conduct and certify Share Capital Reconciliation Audit for the year ended 31st March, 2014 and also appointed M/s. Swakarm Corporate Mentor LLP to conduct the Secretarial Audit for the year 2014-15.

BORROWING POWERS AND CREATION OF CHARGE

The Board of Directors of the Company vide resolution passed in the Extra Ordinary General Meeting held on 7th May, 2005, accorded its consent, subject to Members'' approval for increasing limits on borrowings and creation of charge upon company''s properties, inter-alia, under section 293(1)(d) and section 293(1)(a) of the companies Act, 1956, to the extent of Rs 500 Crores (Rupees Five Hundred Crores). The Members of the Company accorded their consent for the aforesaid proposals for increasing of borrowing limits and creation of charge, by way of Ordinary Resolution passed in the aforesaid meeting.

The said borrowing provisions are now laid down under section 180 of the Companies Act, 2013. MCA vide its General Circular No 04/2014, dated March 25, 2014 provided that the resolution passed under section 293 of the Companies Act, 1956 prior to September 12, 2013 with reference to borrowings and / or creation of security on assets of the Company will be regarded as suffi cient compliance of the requirement of section 293 for a period of one year from the date of notifi cation of Section 180 of the Act. The section was notifi ed on September 12, 2013.

As per the provisions of Secrion 180(1)(c) of the Companies Act, 2013, a Company can borrow monies exceeding the aggregate of its paid up capital and free reserves (apart from temporary loans obtained from the Company''s bankers in the ordinary course of business) with the approval of Members of the Company by way of a Special Resolution.

The Company may be required to procure and/or secure long term borrowings by way of creation of charge, mortgage and / or hypothecation on the properties of the Company in favor of the secured lenders, security holders, trustees for the holders of such securities and other lender entities, by whatever name called.

Accordingly, the Company is now required to pass a fresh resolution for requisite authority to the Board of Directors for borrowing and / or to create charge, if any. Such approval is regarded by the Board as an enabling resolution, which can be used to raise funds in an appropriate amount and using the appropriate mix of borrowing instruments, once the usage of funds has been more specifi cally identifi ed. As such, the Board proposes to have enabling approval from the Members, to allow it the necessary fl exibility to quickly take advantage of emerging growth opportunities, for an aggregate amount not exceeding Rs. 1000 Crore (Rupees One Thousand Crore), over and above aggregate of Company''s then applicable paid up share capital and free reserves, as defi ned under the Companies Act, 2013.

The Members are requested to consider approving the same as set out in the Notice convening this Thirty-fi fth Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a socially responsible organization, the Company continues to earmark its funds to engage in activities which add value to the community around it. As a part of CSR initiatives, your Company has been extending medical and educational support to economically disadvantaged and socially weaker sections of the society by way of distribution of School Uniforms, School Bags, Shoes and Books to School going children in association with the District Administration Authorities. Your Company has been organizing free Eye Camps jointly with Rotary Club, Kanpur and MIRZA FOUNDATION (a society registered for Charitable and Social Welfare purposes) and successfully performed Cornia operations of poor and weaker sections of the society.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

Furthermore, pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014, your Directors have constituted the CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE to look into and ensure compliance with the said provisions under the overall supervision of the Board of Directors of the Company. The further details are available on the website of the Company.

PARTICULARS OF EMPLOYEES

A statement of Particulars of Employees as specifi ed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is set out in the Annexure forming part of the Directors'' Report.

ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under section 217(2AA) of the Companies Act, 1956 read with Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure forming part of the Directors'' Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. As per Clause 49 of the Listing Agreement with Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confi rming compliance forms the part of this Report.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 2,95,004/-(Rupees Two Lacs Ninety Five Thousand and four only) to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205 C of the Companies Act, 1956. The said amount represents dividend for the financial year 2005-06 which remained unclaimed by the Members of the Company for a period exceeding seven years from its date of payment.

UNCLAIMED DIVIDENDS

As at March 31, 2014, dividend amounting to Rs. 30,72,040 has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claims for dividend from time to time.

Unclaimed dividend in respect of the fi nancial year 2006-07 is due for transfer to IEPF in October, 2014. In terms of section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after said transfer.

AWARDS

The Company has been awarded First Place in Leather Footwear and Second Place in Overall Exports Performance in Leather Sector by Council for Leather Exports for the year 2012-13.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confi rmed:

i. That in the preparation of the annual accounts for the financial year ended 31st March, 2014 applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fi nancial year and of the profit of the Company for that period.

iii. That the Directors had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts for the fi -nancial year ended 31st March, 2014 on a ''going concern basis''.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitudes to the bankers, employees, suppliers and the shareholders and various government departments for their support and cooperation.

For and on behalf of the Board

Place: Kanpur IRSHAD MIRZA

Date: 24th July, 2014 Chairman

Mar 31, 2013

Dear Shareholders,

The Directors of your company have pleasure in presenting the Thirty-fourth Annual Report together with the Audited accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The fnancial performance of the Company for the year ended March 31, 2013 is summarized below:-

(Rs. in crores)

2012-13 2011-12

TOTAL REVENUE 643.73 556.85

Earning before Finance Costs, Depreciation and amortisation expenses & Taxes 115.88 87.82

Less: Finance Costs 31.57 27.20

Depreciation & Amortisation 19.92 15.27

Expenses

Add: Extra-Ordinary Items-

(Proft on sale of investment in - 6.21 Associate Company)

Proft before Tax 64.39 51.56

Less: Provision for Taxes 20.95 16.25

Proft after Tax 43.44 35.31

Add: Balance in Proft & Loss A/c 117.04 91.12

160.48 126.43

Less: Appropriations

Transfer to General Reserves 4.50 4.00

Dividend on Equity Shares 4.64 4.64

Tax on Dividend 0.79 0.75

Closing Balance 150.55 117.04

160.48 126.43

PERFORMANCE OF THE COMPANY:

Your Directors are pleased to inform the improved performance of your Company for the fnancial year ended on March 31, 2013 and the following highlights evidence the performance during the said period:

- The revenue from operations increased by 16%.

- The EBITDA increased to Rs. 115.88 Crores as against Rs. 87.82 Crores in the last year.

- Export increased to Rs. 428.29 Crores from Rs. 362.22 Crores, showing growth of 18.24%.

- Revenue from Domestic Market increased to Rs. 154.57 Crores from 145.37 Crores showing a growth of 6%.

- Proft before tax increased to Rs. 64.39 Crores from Rs. 51.56 Crores, showing a growth of 25%.

- Cash Proft increased to Rs. 63.36 Crores from Rs. 50.58 Crores, showing increase of 25%.

- Net proft increased to Rs. 43.44 Crores from Rs. 35.31 Crores, showing increase of 24%.

DIVIDEND

Considering the shareholders aspirations, the Board of Directors has recommended a Dividend of Rs. 0.50 (25%) per Equity share of Rs. 2/- each for the year ended 31st March, 2013. The said dividend, if approved, will absorb Rs. 5.43 Crores (including Dividend Distribution Tax).

FIXED DEPOSITS

The company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

EXPORTS

During the year under review, the exports amounted to Rs. 428.29 Crores as against Rs. 362.22 Crores in the previous year showing a growth of 18.24%

DOMESTIC SALES

MIL has penetrated into the best of international fashion markets and is today a respected quality statement in its sphere of operations. Company''s fagship brand ''REDTAPE'' enjoys customer''s admiration and confdence and is one of the highest selling brand in Men''s footwear market.

Keeping in view the lifestyles changes (rising middle class population, increasing investment in supermarkets, hypermarkets and organized retail sector, resulting in greater demand for sophisticated and attractive quality products), your Company is also marketing the apparels and leather accessories under the Brand ''REDTAPE'' through its own Retail outlets and franchisees Retail shops. Visitor''s list of www.redtape.com is also increasing day by day resulting into increase of domestic turnover beyond Rs. 100 crores. MIL has 72 retails outlets of REDTAPE across the country which is scheduled to increase upto 150 over a period of 3 years across India.

DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Q.N. Salam, Mr. Shahid Ahmad Mirza, and Mr. Tauseef Ahmad Mirza, Directors of the Company, are to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment and your directors have recommended for the same.

AUDITORS & AUDITORS'' REPORT

M/s Khamesra Bhatia & Mehrotra, Chartered Accountants (Firm Registration No. 001410C), Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are recommended by the Board of Directors for reappointment. Certifcate from the said Auditors has been obtained to the effect that their reappointment, if made, would be within the limits specifed under Section 224 (IB) of the Companies Act, 1956.

The Auditors'' Report to the members on the accounts of the Company for the year ended 31st March, 2013 does not contain any qualifcation.

COST AUDIT

As per the government directives, the Company''s cost records in respect of PVC/TPR Sole and Rubber Sole for the year ended 31st March, 2013 are being audited by Cost Auditor, Mr. A.K. Srivastava, Cost Accountant (Membership No. 10467) who was appointed by the Board with the approval of Central Government. Cost Audit Report for the FY 2011-12 was flled on 11.04.2013, with in stipulated time. The Cost Audit Report for the F.Y. 2012-13 shall also be fled within prescribed time.

PARTICULARS OF EMPLOYEES

A statement of Particulars of employees as specifed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is set out in the Annexure forming part of the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in Annexure forming part of the Directors Report.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confrmed:

i. That in the preparation of the annual accounts for the fnancial year ended 31st March, 2013 applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fnancial year and of the proft of the Company for that period.

iii. That the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts for the fnancial year ended 31st March, 2013 on a ''going concern basis''.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude to the bankers, employees, suppliers and the Shareholders and various government departments for their support and co-operation.

For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : 30th July, 2013 Chairman

Mar 31, 2012

The Directors of the Company hereby present the Thirty Third Annual Report together with Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2012 is summarised below:

(Rs.in Crores)

2011' 2012 2010' 2011

Total Revenue 556.85 485.69

Earning before Finance Costs, Depreciation and Amortisation Expenses & Taxes 87.82 84.16

Less: Finance Costs 27.20 17.43

Depreciation & Amortisation 15.27 13.13

Expenses

Add: Extra Ordinary Items' (Profit on sale of investment 6.21 -

in Associate Company)

(Profit on sale of one unit) - 3.89

Profit before Tax 51.56 57.49

Less: Provision for Taxes 16.25 18.30

Profit after Tax 35.31 39.19

Add: Balance in Profit & Loss A/c 91.12 61.34

126.43 100.53

Less: Appropriations:

Transfer to General Reserve 4.00 4.00

Proposed Dividend' Equity Shares 4.64 4.64

Dividend on Tax 0.75 0.77

Closing Balance 117.04 91.12

126.43 100.53

PERFORMANCE OF THE COMPANY

FY 2011' 12 was the challenging year for your Company as global economy in general,and Euro Zone in particular, witnessed lower economic growth coupled with rising inflation fueled by higher interest rates and higher oil prices. Company's margin were impacted due to higher cost of major input items like raw hide and chemicals and also on account of increased cost of finance. But despite such stringent external challenges, your Company performed reasonably well and the highlights of the performance are as under:

- The revenue from operations increased by 15% to Rs. 556.85 Crores.

- The EBITDA increased to Rs. 87.82 Crores as against Rs. 84.16 Crores in the last year.

- Export increased by 16% to Rs. 362.22 Crores.

- The revenue from Domestic Market increased by 22% to Rs. 145.02 Crores.

- The Profit before Tax decreased by 12 % to Rs. 51.56 Crores.

- The Cash Profit decreased by 5 % to Rs. 50.24 Crores.

- The Net Profit decreased by 11 % to Rs. 35.31 Crores.

DIVIDEND

Considering the shareholders aspirations and keeping in view the ongoing expansion plan of the Company, Directors have recommended a dividend of Rs. 0.50 (25%) per Equity Shares of Rs. 2/- each for the year ended 31st March, 2012. The said dividend, if approved, will absorb Rs. 5.39 Crores (including Rs. 0.75 Crores towards dividend tax).

EXPANSION PROGRAMME

As stated in our previous report, the plan to enhance the existing production capacities are at advanced stage of implementation. The production at newly set up ultra modern Shoe Unit of Greater Noida was started and capacities at other Shoe Unit are also being enhanced as planned. This will further augument the overall production volume and also effeciency levels to improve profitability.

DISINVESTMENT IN MIRZA (UK) LTD.

During the year 2011' 12, the Company has disinvested its entire stake in Mirza (UK) Ltd. and earned net gain of Rs. 6.21 Crores.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under the review.

EXPORTS

During the year under review, the exports amounted to Rs 362.22 Crores as against Rs. 312.38 Crores in the previous year showing the growth of 16%.

DOMESTIC SALES

We are standing on the threshold of a retail revolution and witnessing a fast changing retail landscape. The Indian footwear market too is set to experience the phenomenal growth. There is a huge Domestic Demand for the footwear. It is all about India's 'Emerging Story' the Indian customer has aspiration for acquiring the 'Best Product' and this has fuelled the growth of consumption in India and it will continue to propel. The enlightened customer wants to buy good products, understand what comfort is, understands what quality is and has ability to pay for it. That is changing landscape of the Indian retail today.

MIL has entered and is successful in making a good position in the domestic Fashion Market. The Company is striving to meet the best standards for its product not only at national level but also in the International market. Company's brand 'REDTAPE' has now acquired a remarkable place in minds of its customers. The Brand not only provides Footwear for men but has now developed a range of leather shoes for ladies, kids and citizens of various age groups. The Company has 70 retail outlets of REDTAPE and has planned to achieve a target of about 150 stores over a period of 3 years across India. The online store of the brand i.e. www.redtape.com are also getting a huge response from its customers.

DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Tasneef Ahmad Mirza, Mr. P.N. Kapoor, Mr. Sudhindra Jain, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re' appointment and your directors recommended the same.

AUDITORS

M/s Khamesra Bhatia & Mehrotra, Chartered Accountants (Firm Registration No. 001410C), Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re' appointment.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT

Auditors in their Report have not made any adverse observation and hence does not call for any further comments.

COST AUDIT

As per the governments directives, the Company's cost records in respect of PVC/TPR Sole and Rubber Sole for the year ended 31st March, 2012 are being audited by Mr. A. K. Srivastava, Cost Accountant (M. No. 10467) who was appointed by the Board with the approval of the Central Government. Cost Audit Report for the F.Y. 2010' 11 was filed on 26.09.2011. The Cost Audit Report for the F.Y. 2011' 12 shall be filed within 180 days from the commencement of the F.Y. 2012' 13.

PARTICULARS OF EMPLOYEES

A statement of Particular of employees as specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is set out in the Annexure forming part of the Director's Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in Annexure forming part of the Directors Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012, applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts for the financial year ended 31st March, 2012 on a "going concern basis".

ACKNOWLEDGEMENT

Your directors take this opportunity to express their gratitude to the bankers, employees, suppliers and the shareholders and various government departments for their unstinted support and the confidence they have placed in their ability to make MIL a great success.

For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : July 28, 2012 Chairman

Mar 31, 2011

Dear Shareholders,

The Directors of your Company have pleasure in presenting the Thirty-Second Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Crores)

2010-2011 2009-2010

Gross Income 474.38 380.03

Profit before Interest, 84.64 52.98

Depreciation & Taxes

Less: Interest 17.43 13.97

Less: Depreciation 12.96 11.40

Add: Extra Ordinary Items 3.90 -

(Profit on Sale of one Unit)

Profit before tax 58.15 27.61

Provision for Taxes 18.30 9.43

Profit after Tax 39.85 18.18

Appropriations

Dividend - Equity Shares 4.64 3.71

Corporate Dividend Tax 0.77 0.62

Transfer to General Reserve 4.00 2.00

PERFORMANCE OF THE COMPANY

Your Directors are pleased to inform the improved performance of your Company for the financial year ended on March 31, 2011 and the following highlights evidence the performance during the said period:

- The Sales and the Other Income reached to Rs. 474.38 Crores witnessing a magnificent growth of 25% as Compared to Rs. 380.03 Crores in the previous year.

- The Revenue from the Export Sales amounted to Rs. 316.45 Crores showing a growth of 20% as against Rs. 264.05 Crores in the previous year.

- The EBITDA rose by 60% to Rs. 84.64 (excluding extra ordinary items) Crores as compared Rs. 52.98 Crores in the last year.

- The Profit Before Tax showed a remarkable growth of 111% and achieved a level of Rs. 58.15 Crores as against f 27.61 Crores in the previous year.

- The Cash Profit increased by 79% to Rs. 52.81 Crores as compared to Rs. 29.58 Crores.

- The Net Profit reached to Rs. 39.85 Crores as compared to Rs.18.18 Crores in the last year showing a healthy growth of 119%.

DIVIDEND

Considering the improved profitability, your Directors have recommended a dividend of Rs. 0.50 (25%) per Equity Share of Rs. 2/- each for the year ended 31st March, 2011 as against Rs. 0.40 (20%) per Equity Share in the previous year. If approved, the dividend will absorb Rs. 5.41 Crores ( including Rs. 0.77 Crores towards dividend tax).

TRANSFER TO RESERVE

As on March 31, 2011, an amount of Rs. 4.00 Crores was transferred to General Reserve as against Rs. 2.00 Crores in the previous year.

EXPANSION PROGRAMME

Keeping in view the increasing demand of Company's product in the global market Company started the production activity at newly set up Shoe Factory at Greater Noida (Unit 6). This will take the present installed capacity of 4.8 million pairs per annum to 6.0 million pairs per annum over the next three years and will further augment the Company's turnover and overall profitability.

The Unit 6 of the Company will be an eco-friendly unit having green building concept for construction. The bricks used in the building are made of fly ash waste from power plants and sand (thereby helping in preserving topography of the area and ecology). They are not only cheaper than clay bricks but also have better insulation properties. The Building walls are double insulated to keep the Building cool as the production halls are constructed having east-west orientation. This will help in keeping the buildings cool with minimum forced cooling equipment and thus, saving precious energy cost. The entire boundary wall has solar energy lighting system again to save energy cost. It is proposed to have a solar energy electricity generation plant of 25kw for entire lighting needs to further save the energy cost.

SALE OF ASSETS OF UNIT 4

During the year 2008-09, the Company had closed down its small Shoe Factory ( Unit 4), situated at Sector 5, NOIDA, to achieve the benefits of reorganisation. This unit of the Company was situated on a comparatively smaller size of plot where operations of the Unit could not be expanded to an economical / cost effective level on account of paucity of space. The Company has passed resolution through postal ballot, authorising Board of Directors for the sale of the assets of Unit 4 and accordingly, during the year the assets of the Unit 4 were sold out and a profit of Rs. 372.21 Lacs (net of taxes) are earned. The closure/ sale of the Unit 4 has not affected adversely to the overall production as the expanded capacity of shoes was created in New Unit 5 of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible organisation, the MIRZA Group has contributed not only to economic well being of the Communities it interacts with, but has also enhanced their social well being and development. Since its inception, the MIRZA Group has always been engaged in activities, which add value to the community around it.

As a part of its commitments to CSR initiatives, your Company, during the year, made available medical and educational assistance to economically disadvantaged and socially weaker section of the society by distribution of School Uniforms, School Bags and Books to School going children in association with the District Administration Authorities.

In the area of health care, the Company organised free Eye Camps jointly with Rotary Club, Kanpur and MIRZA FOUNDATION, (a society registered for Charitable and Social Welfare purposes) and successfully performed Cornia operations of poor and weaker section of society. On yet another project, Company distributed blankets to poors to protect them from the severe winter.

Your Company has also been one of the contributory to fund for setting up a Multi Speciality Hospital and Research Centre in association with MIRZA FOUNDATION and other Industry Partners for the welfare of poor & weaker section of society.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under the review.

EXPORTS

Your Company has achieved approximately seventy percent of its total revenue from exports. During the year, Company achieved an export turnover of Rs. 357.69 Crores as compared to Rs. 295.55 Crores during the previous year.

DOMESTIC SALES

Your Company enjoys leadership position in the segment in which its products are represented. Company's brand 'REDTAPE' enjoys customers' admiration and confidence and is one of the highest selling brand in Men's footwear market. The Company's flagship brand 'REDTAPE' online outlet www.redtape.com is also getting huge response from customers.

Keeping in view the lifestyle changes (rising middle class population, increasing investment in supermarkets, hypermarkets and organised retail sector, resulting in greater demand for sophisticated and attractive high quality products), your Company has also started the marketing of apparels and leather accessories under the Brand "REDTAPE" through its own Retail Outlets and franchisees Retail Shops. This will further add to improved value enhancement for the Company.

DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Narendra Prasad Upadhyay, Mr. Subhash Sapra, and Mr. Islamul Haq, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Khamesra Bhatia & Mehrotra, Chartered Accountants (Firm Registration No. 001410C), Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The notes to the accounts referred in the Auditors Report are self-explanatory and therefore, do not call for any further comments on the Auditors Report under Section 217(3) of the Companies Act, 1956. In respect of observations made by the Auditors in their report, the notes to accounts referred in the Auditor's Report, adequately explain the auditor's observations.

COST AUDIT

As per the government directives, the Company's cost records in respect of Footwear for the year ended 31st March, 2011 are being audited by Cost Auditor, Mr. A.K. Srivastava, Cost Accountant ( Membership No.10467) who was appointed by the Board with the approval of Central Government. Cost Audit Report for the F. Y . 2009-10 was filed on 18.10.2010. Further the Cost Audit Report for F. Y. 2010-11 shall be filed on or before the due date as per the said provisions i.e. 30.09.2011.

PARTICULARS OF EMPLOYEES

A statement of Particular of employees as specified under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is set out in the Annexure forming part of the Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in Annexure forming part of the Directors Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2011, applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts for the financial year ended 31st March, 2011 on a "going concern basis".

ACKNOWLEDGEMENT

Your directors take this opportunity to express their gratitude to the bankers, employees, suppliers and the shareholders and various government departments for their unstinted support and the confidence they have placed in their ability to make MIL a great success.

For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : May 28, 2011 Chairman

Mar 31, 2010

The Directors of your company have pleasure in presenting the Thirty-first Annual Report together with Audited Accounts of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Crores)

2009-2010 2008-2009

Gross Income 380.03 361.38

Profit before Interest, 52.98 33.66

Depreciation & Taxes

Less: Interest 13.97 14.44

Less: Depreciation 11.40 10.11

Provision

-Current Tax 9.30 2.75

- Deferred Tax 0.08 0.44

- Wealth Tax 0.05 0.06

- Fringe Benefit Tax - 0.40

- Income Tax Previous Year - 0.12

Profit after Tax 18.18 5.36

Appropriations

Dividend - Equity Shares 3.71 1.85

Corporate Dividend Tax 0.62 0.32

Transfer to General Reserve 2.00 0.50

PERFORMANCE OF THE COMPANY

During the year under review, the Company recorded a Gross Income of Rs. 380.03 Crores against Rs 361.38 Crores in the previous year. The operating profit before depreciation and interest has been Rs. 52.98 Crores as against Rs 33.66 Crores in the previous year. After charging Interest of Rs. 13.97 Crores (Rs 14.44 Crores), depreciation of Rs. 11.40 Crores (Rs 10.11 Crores) and providing for tax Rs. 9.43 Crores (Rs 3.76 Crores), the profit after tax for the year remained at Rs.18.18 Crores compared to Rs 5.36 Crore in the previous year, thus showing a healthy growth of 239%.

During the year, your Company achieved significant improvement in its operations. The Company once again managed double digit growth in domestic operations and an overall growth of around 5%. The cost-cutting measures implemented by the Management have helped Company to counter inflationary trend. The same is reflected in the increased profitability during the year. Further, the increased focus on domestic market has started giving results.

Over the years, the Company has graduated from being a small exporter of finished leather to branded shoes. The main reason behind the phenomenal success of the company is high quality standards set by the promoters, its abilities to venture into newer areas and re-invent ourselves with the time. The company focussed on supplying high quality leather and leather products to the overseas markets and gradually became one of the largest exporters of finished leather in the country.

In addition to direct sales to global footwear retailers, the company also has a strong presence in branded segment through three brands namely, Redtape, Oaktrak, Redtape Gal. With a presence in the top European countries and developments in the domestic markets, the company expects its revenues to increase considerably in the future. Our committed team, leadership position, financial strength and our values are the four wheels on which we will move ahead.

DIVIDEND

Considering the improved profitability, your Directors are pleased to recommend a higher dividend of Re. 0.40 (20%) per Equity Share of Rs. 21- each for the year ended 31s March 2010 as against Re. 0.20 (10%) per Equity Share in the previous year. If approved, the dividend will absorb Rs. 4.33 Crores (including Rs. 0.62 Crores towards dividend tax).

EXPANSION PROGRAMME

In order to cater to the exponential growth emanating simultaneously from the new markets the ambitious expansion programme chalked out by the Company for building large shoe manufacturing capacities at Unnao and Greater Noida in planned phases, will take the present capacity of 4.0 million pairs/annum to 10.0 million pairs/ annum over the next three years. In this direction, the First phase of expansion programme at Unnao has been successfully commissioned in a record time and Company is planning to add production of additional 12 Lakhs pairs of Footwear for Gents and 5 Lakhs pairs for Ladies by the end of ensuing financial year through ongoing expansion of capacities at Unnao and Noida. The company has moved to the next phase by acquiring mass piece of land at Greater Noida. The construction activity has already begun. This ambitious expansion plan is being financed through a mix of internal accruals and borrowings.

Corporate Social Responsibility

Corporate Social Responsibility has always been at the heart of the activities of your Company. The Company has been making humble contributions and taking meaningful measures to enrich the socio-economic environment and living standard of the people around especially the backwards and economically weaker sections of the society. As a part of its Corporate Social Responsibility, the Company undertakes a range of initiatives by extending infrastructure support to schools, free medical/ Eye camps etc.

Fixed Deposits

During the year, the Company has not accepted any fixed deposits. No amount on account of principal or interest on deposits was outstanding on the date of the Balance Sheet.

Exports

On the exports front, your Company maintained growth momentum during the year. The total revenues from the exports were Rs. 295.55 Crores as compared to 289.27 Crores during the previous year.

DOMESTIC SALES

Mirza has penetrated into the best of international fashion markets and is today a respected quality statement in its sphere of operations. Companys flagship brand REDTAPE enjoys customers admiration and confidence and is one of the highest selling brand in Mens footwear market. Opportunities in Ladies footwear markets are also being explored successfully. Mirza now aims to provide lifestyle fashion solutions for the entire family across the world by foraying into apparels, leather accessories etc. under brand REDTAPE. The company plans to have 200 exclusive REDTAPE stores in India itself by 2011 and will also launch it in France, Poland and Eastern European countries. The company has also launched REDTAPE online stores which is getting huge response.

DIRECTORS

As per statute, MrTauseef Ahmad Mirza, Mr. Shahid Ahmad Mirza and Dr. Yashveer Singh retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Khamesra Bhatia & Mehrotra, Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for the re-appointment.

AUDITORS REPORT

The notes to the accounts referred in the Auditors Report are self-explanatory and, therefore, do not call for any further comments on the Auditors Report under Section 217(3) of the Companies Act, 1956. In respect of observations made by the Auditors in their report, the notes to accounts referred in the Auditors Report, adequately explain the auditors observation.

COST AUDIT

As per the Government directives, the Companys Cost records in respect of Footwear for the year ended 31st March, 2010 are being audited by Cost Auditor, Mr. A K Srivastava, Cost Accountant who was appointed by the Board with the approval of Central Government.

PARTICULARS OF EMPLOYEES

A Statement of Particular of employees as specified under Section 217(2A) of the Companies Act, 1956 read with Companies[Particulars of EmployeesjRules, 1975 as amended, is set out in the Annexure forming part of the Directors Report.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956 read with Companies [Disclosure of Particulars in the report of Board of Directors] Rules, 1988, are set out in Annexure forming part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31 March, 2010, applicable accounting

standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair picture of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts for the financial year ended 31s* March, 2010 on a going concern basis.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their gratitude to the bankers, employees, suppliers and the shareholders and various government departments for their unstinted support and the confidence they have placed in our ability to make MIL a great success.

For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : August 06, 2010 Chairman

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