Mirza International Ltd Directors Report.

To,

The Members of

Mirza International Limited

Your Directors are pleased to present the 42nd Annual Report on the business and operations of the Mirza International Limited ("the Company" or "MIL") along with the Audited Financial Statements for the financial year ended 31st March, 2021.

FINANCIAL SUMMARY

The Companys standalone and consolidated financial performance for the year ended 31st March, 2021 is summarised below:

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Total Income 1048.06 1261.85 1050.13 1262.87
Total Expenses Including Finance Cost, 1037.6 1197.46 1038.2 1198.43
Depreciation and Amortisation Expenses
Profit before tax 10.46 64.39 11.93 64.44
Net Income Allocable to Non-Controlling Interest 0 0 0.04 0
Profit before tax after Non-Controlling Interest 10.46 64.39 11.89 64.44
Less: Provision for tax 3.08 16.73 3.55 16.73
Profit After Tax 7.38 47.66 8.34 47.71
Other Comprehensive Income 1.13 -0.02 1.12 -0.01
Total Comprehensive Income for the year 8.51 47.64 9.46 47.7

STATE OF COMPANY AFFAIRS

The FY 2020-2021 has been a remarkable year for your Company in this pandemic year. The Company has crossed turnover of Rs. 1048.06 Crore. The major highlights are given below:

Standalone and Consolidated

The Revenue from operations decreased to Rs.1048.06 Crore from Rs. 1261.85 Crore in the previous year. Thus, showing a decrease of about 16.94 %.

The Profit before Tax has declined to Rs.10.46 Crore as compared to Rs.64.39 Crore for the previous year, thereby showing the decrease of about 83.75%.

The EBITDA decreased to Rs.117.73 Crore from

Rs.173.34 Crore in the previous year, thus showing the decrease of about 32.08%.

Cash Profit decreased to Rs.48.94 Crore from Rs. 86.64 Crore in the previous year, showing a decrease of about 43.51%.

The Earning Per Share has decreased to Rs.0.61 as against Rs.3.96 in the Previous Year.

The key financial metrics for the year have been impacted due to COVID-19 pandemic and market scenario being uncertain. But, management believes that your Company will continue its journey of profitable growth driven by the strong fundamentals of operating model, continued focus on long term business plan and an overwhelming desire to serve customers. Despite adverse situation your Company managed to achieve reasonable revenue and impressive profit during the year.

GROWTH STRATEGY

Sales & Marketing

During the year, your Company continued to strengthen its retail network expansion in underpenetrated 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 ‘Customer First, your Company regularly refreshes its product portfolio in line with consumer expectations and launched a slew of new products this year.

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.

Retail

With the continuous focus on Domestic market, which is also one of largest market in World, REDTAPE remains successful in expanding its presence across the length and breadth of India. Despite external pressures, your Company demonstrated growth in the retail network by expanding its store footprint to 288 stores. With 92 number of retail outlets opened during FY 2020-21 only, total number of retail outlets has been reached to 288 which resulted into turnover of Rs. 715.20 Crore from domestic market only. Inspired by this, REDTAPE is retaining its aggressive marketing strategy with clear focus to reach and attract the growing middle-class youth of the Country. All this while, your Company has kept a firm focus on improving the in store customer experience with range availability and regular staff training.

Exports

During the year, your Company is also focusing on export marketing of its product with facts that during FY 2020-21, export turnover of the Company was Rs. 332.86 Crore. Company is expecting and working towards getting an upward movement from last achieved export turnover subject to global economic conditions. Your Companys efforts in maintaining a focus on promoting own brands, ensuring timely product availability to our international partners has further led the Company being recognized as one of the top non-leather exporters from India.

Product Development

Footwear, Apparel and Accessories categories are gradually evolving to be a style statement of ones personality, necessitating constant product innovation, both in functionality and design. Through a robust market sensing & research process, feedback from our channel partners and access to renowned national & international design studios, your Company constantly strives to offer products that exceed consumer expectations. With an eye on quality and speed, each brand is now supported by a separate team for focused product design and development. We continue to focus on products that excite our consumers and have aggressively cut down on portfolio complexity while building greater synergies in our retail, wholesale and ecommerce portfolios.

Manufacturing and Quality

During FY 2020-21, your Company has increased its product lines by launching new products under REDTAPE brands like sliders, handkerchiefs, undergarments, etc. and also increased its product mix in Garment and Shoes segments as well. Company has achieved turnover of Rs. 342.58 Crore in Garment segment which shows its increasing customer confidence for future growth as well. Companys sport brand REDTAPE athleisure is rapidly finding its place in the feet of young and sporty Indians.

MATERIAL CHANGES AND COMMITMENTS

In the FY 2020-21, the COVID-19 pandemic developed rapidly into a global crisis, forcing government to enforce lockdowns of all economic activities. Entering the COVID-19 pandemic wreaked havoc on financial conditions of the Company. Reacting to the pandemic and adaptation in the "new normal" had been a challenging task. Exiting the pandemic had lead to some after-shock effects such as "disruption tails." The Company has up to the date of approval of financial results, evaluated and factored into the extent possible likely material events and circumstances arising from COVID-19 pandemic and their impact on carrying value of its Assets and Liabilities as at 31st March, 2021. The impact of any future events and developments emerging out of COVID-19 pandemic, if any, and occurring after the Balance Sheet date and relating to the Assets and

Liabilities of the Company as on 31st March, 2021 will be recognised prospectively.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two foreign subsidiaries as on

31st March, 2021 viz. Mirza (H.K) Limited and Mirza Bangla

Limited. During the year under review, the Company acquired 52% stake in Sen En Mirza Industrial Supply Chain LLP, thereby giving it the status of subsidiary of the Company pursuant to the provisions of IND AS 110. No other subsidiaries have been incorporated and there are no other associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

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

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Companys website www.mirza.co.in. 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.

DIVIDEND

The Company has not declared any Dividend for the Financial Year ended 31st March, 2021 due to impact on Profit of the Company on account of COVID-19 outbreak.

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 Authorized Share Capital of your Company as on 31st March, 2021 stood at Rs. 51,25,00,000 divided into 25,62,50,000 equity shares of Rs. 2/- each. The Issued Share Capital of your Company is Rs. 24,06,12,000 divided into 12,03,06,000 equity shares of Rs.2/- each and the Subscribed and Paid-up Share Capital is Rs. 24,06,12,000 divided into 12,03,06,000 equity shares of Rs. 2/- each, fully paid-up.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Narendra Prasad Upadhyaya, Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

The term of Mr. Rashid Ahmed Mirza, Chairman and Managing Director, Mr. Shahid Ahmad Mirza, Mr._ Tauseef Ahmad Mirza, Mr. Tasneef Ahmad Mirza and Mr._ Narendra Prasad Upadhyaya, Whole Time Directors of the Company expired on 30th September, 2020 by the ef_ux of time. Accordingly, the aforesaid Directors have been re-appointed w.e.f. 1st October, 2020 by passing of resolution by the Shareholders of the Company through Postal Ballot Process / E-Voting Process on 22nd October, 2020.

Mr. Ankit Misra tendered his resignation from the Office of Company Secretary and Compliance Officer w.e.f. 1st August, 2020. Subsequent to his resignation, Mr. Gaurav Rajoriya was appointed as the Company Secretary and Compliance Officer of the Company. Further, Mr. Gaurav Rajoriya ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. 14th September, 2020. The Board of

Directors in their meeting held on 14th September, 2020 appointed Ms. Priyanka Pahuja as the Company Secretary and Compliance Officer of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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 ("Act") and SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015 ("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 pro_ciency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

EVALUATION OF BOARDS PERFORMANCE

The Board and the Nomination and Remuneration

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

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

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

COMPANYS 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. Details of Companys policies are provided hereunder:

1. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and fixation of their remuneration as per the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The Remuneration Policy is available on Companys website at the link: https://www.mirza.co.in/corporate-information.php.

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.

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.

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

(d) Protecting and enhancing assets and Companys image.

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

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

(g) Optimizing operational efficiency.

The Board takes responsibility for the overall process of Risk Management in the organization, through Enterprise Risk Management Programme,

Business units and Corporate functions address opportunities and attendant risks through an institutionalized approach aligned to the Companys 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 affecting the smooth and efficient running of operations of the Company. This Policy documents the Companys commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Companys Code of Conduct. The Vigil Mechanism (Whistle Blower)

Policy is available on Companys website at the link: https://www.mirza.co.in/corporate-information.php.

4. DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution

Policy as per Regulation 43A of SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015. The policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and /or retaining profit earned by the Company. The Policy is available on Companys website at the link: https://www.mirza. co.in/corporate-information.php.

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 and Shareholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company had not given any guarantees covered under the provisions of section 186 of the Companies Act, 2013 and rules made thereunder. Particulars of loans and investments form part of the notes to the Financial Statements.

INTERNAL CONTROL SYSTEM

The organization is committed to ensuring an effective internal control environment that provides, inter alia, an assurance on the orderly and efficient conduct of operations, security of assets, prevention and detention of fraud and errors, accurate and timely preparation of reliable financial information. The Company has an internal control system which commensurate with the size, scale and complexity of its operations.

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)

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), 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 mandate that the shares on which dividend has not been paid or claimed for a period of 7 consecutive years or more shall 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*
2013-14 Final 0.50 20th September, 2014 19th October, 2021 6,54,784.00
2014-15 Final 0.50 29th September, 2015 28th October, 2022 5,29,209.00
2015-16 Final 0.50 29th September, 2016 28th October, 2023 6,18,426.50
2016-17 Final 0.90 28th September, 2017 27th October, 2024 9,76,678.20
2017-18 Final 0.90 26th September, 2018 25th October, 2025 7,75,770.30
2018-19 Final 0.90 19th September, 2019 18th October, 2026 33,74,712.00
2019-20 Interim 0.90 12th February, 2020 9th March, 2027 9,24,179.40

*Amount unclaimed as on 31st March, 2021.

The Company has not declared any Final Dividend for the Year 2019-2020.

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. Priyanka Pahuja, 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 Companys website at the link: https://www.mirza.co.in/shareholders-information.php.

Shares Transferred to IEPF

During the year, the Company transferred 38,059 shares on 13th January, 2021 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 Securities and

Exchange Board of India (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 Companies Act, 2013. The composition of the Committee has been changed during the FY 2020-2021, as on 31st March, 2021 the Committee consisted of Mr. Tauseef Ahmad Mirza, Chairman, Mr. Shuja Mirza, Mr. Tasneef Ahmad Mirza and Mr. Sanjiv Gupta.

The Companys 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:

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

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

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

The Annual Report on CSR activities for the FY 2020-21 is enclosed as Annexure-II to this Report.

HUMAN RESOURCES

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 Companys 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 31st March, 2021 was 2774 (31st March, 2020: 3188). 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

Information required as per Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-III 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 the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Corporate office of the Company on all working days during the business hours till the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO a) Conservation of energy:

Energy conservation measures are being carried out continuously in its 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:-

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 alternate source of energy;

Installed a state-of-the-art latest mono perc Solar

Power Plant with a capacity of 1000KW

Capital investment on energy conservation equipments: (Rs. in Lac)

Financial Year 2020-21
Amount Rs. 73.58

b) Technology Absorption

Efforts made towards technology absorption

Following efforts are made during the year towards technology absorption:

The Company is manufacturing Sports

Shoes with memory foam technology;

The Company has also replaced Natural

Rubber & leather with synthetic EVA (Ethylene Vinyl Acetate) in sole making;

Introduction of new designs for shoe uppers; and

Expansion of retail base of Online stores in domestic market.

Benefits derived

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

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

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

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

(ii) Expenditure incurred on Research and Development: Rs. 895.04 Lac

c) Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned was Rs._304.62 Crore as compared to Rs._346.20 Crore during the previous year. The foreign exchange outgo was Rs._366.56 Crore as compared to Rs._330.70 Crore in 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 REPORT a) Statutory Auditors

At the 38th Annual General Meeting (AGM) of the Company held on 28th September, 2017, the Shareholders approved the appointment of M/s. DRA & Co., Chartered Accountants, as Statutory Auditors of the Company having Firms Registration No. 006476N to hold the office till the conclusion of the 43rd AGM subject to rati_cation of the appointment by the Shareholders, at every AGM.

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

The 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 Institute of Chartered

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

The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

b) Secretarial Auditor

The Board had appointed Mr. Ankit Misra, Proprietor of M/s. Ankit Misra & Company, Company Secretaries, (CP No. 23471) to conduct Secretarial Audit for the FY 2020-21, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR – 3 for the FY 2020-21 is enclosed as Annexure-IV to this Report. The Secretarial Audit Report contains few remarks regarding delay of submission of few disclosures to the Stock Exchanges. The Board of Directors, in their meeting held on 27th July, 2021, considered and observed the remarks given in the said report and approved the same.

c) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a cost accountant for auditing the cost records of the Company and the remuneration payable to the said cost accountant is required to be rati_ed by the Shareholders of the Company.

Accordingly, on the recommendation made by the Audit

Committee, the Board of Directors of the Company appointed Mr. A.K. Srivastava, Cost Accountant to audit the cost records of the Company for the year ended 31st March, 2021.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in prescribed format may be accessed on the Companys website i.e. www.mirza.co.in.

NUMBER OF BOARD MEETINGS

During the year under review, four Board Meetings were convened and held on 28th July, 2020, 14th September, 2020, 10th November, 2020 and 12th February, 2021, 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 CA Sudhindra Kumar

Jain, Mr. Sanjay Bhalla, CA Sanjiv Gupta and CA Saumya

Srivastava. 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 31st March, 2021 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.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The disclosure in Form No. AOC-2 is enclosed as Annexure-V to this Report.

During the year, the Company entered into Related Party Transactions with Euro Footwear Private Limited and Mirza U.K. Limited (related parties), which exceeded the amount prescribed under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and were considered material in accordance with the policy of the Company on Materiality of Related Party Transactions. The aforesaid transactions were approved by Shareholders of the Company through Postal Ballot dated 22nd October, 2020, by way of ordinary resolutions.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the

Board may be accessed on the Companys website at the link: https://www.mirza.co.in/corporate-information.php.

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

REPORTING OF FRAUD

The Company identified Seven instances of Fraud at Six different Retail Stores of the Company located at Uttar Pradesh, Orissa, Kerala, Madhya Pradesh, Karnataka and Delhi. The employees of the respective stores were involved in the fraud against the company. The total amount of fraud amounted to Rs._79,28,645/- out of which Rs._8,91,403/- has been recovered from the employees and Rs._48,75,563/- is written off in the books of accounts being irrecoverable. Whereas Rs._21,61,679/- is still lying as recoverable from the employees as management is optimistic of recoverability of the same. The aforesaid matter has been taken up before the appropriate authorities and requisite legal action has been initiated against the employees. The company has plugged the corresponding control weaknesses on account of which the fraud was perpetrated in the system by incorporating necessary changes in the e-platform. The company has during the year implemented authorisations at various levels through suitable internal controls as part of the rectification process.

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 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 Companys 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 Internal Complaints Committee has been set up to redress complaints regarding sexual harassment, if any.

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

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 ("Act"), state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2021, 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 31st March, 2021 and of the profit of the Company for the year ended on that date;

(c) the 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) the Directors had prepared the annual accounts on a ‘going 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) 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) Issue 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.

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

ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors

Place: Dubai Rashid Ahmed Mirza
Date: 27th July, 2021 Chairman & Managing Director