Mirza International Ltd Directors Report.

To,

The Members of

Mirza International Limited

Your Directors have pleasure in presenting their fortieth 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 March 31, 2019.

1. Financial Summary or Highlights/State of the Company Affairs

( Rs in Crore)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Total Income 1153.79 972.50 1153.80 972.50
Earning before Finance Costs, Depreciation and amortization Expenses and Taxes 145.74 174.41 145.75 174.41
Less: Finance Charges 34.31 24.96 34.31 24.96
Depreciation & Amortization Expenses 35.46 31.61 35.46 31.61
Profit Before Tax 75.97 117.84 75.98 117.84
Less: Provision for Taxes 27.19 39.42 27.18 39.42
Profit After Taxes 48.78 78.42 48.80 78.42
Other Comprehensive Income 3.75 (2.09) 3.74 (2.09)
Total Comprehensive Income for the year 52.53 76.33 52.54 76.33

2. Major Highlights of Financial Performance

The financial year 2018-19 has been a remarkable year for your Company. The Company has crossed ever highest turnover of Rs 1000 crore. The major highlights are given below:

Standalone & Consolidated

The Revenue from operations increased to Rs 1151.70 Crore from Rs 972.09 Crore in the previous year. Thus showing an increase of about 18.48 % The Profit before Tax has declined to Rs 75.98 Crore as compared to Rs 117.84 Crore for the previous year, thereby showing the decrease of about 35.52%.

The EBITDA decreased to Rs 145.75 Crore from Rs 174.41 Crore in the previous year, thus showing the decrease of about 16.43% Cash Profit decreased to Rs 84.25 Crore from Rs 110.03 Crore in the previous year, showing a decrease of about 23.43 %.

The Earning Per Share has fall to Rs 4.06 as against Rs 6.52 achieved in the Previous Year

3. Growth Strategy

i) With the continuous focus on Domestic market which is also one of largest market in World, REDTAPE remain successful in expanding its presence across the length and breadth of India. With 47 Number of retail outlets opened during FY 2018-19 only, total number of retail outlets has been reached to 206 which resulted into ever high turnover of Rs 651.92 from domestic market only with 45% increase. 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.

ii) Your Company is also focusing on export marketing of its product with facts that during FY 2018-19, export turnover of the Company was Rs 501.87 as against Rs 523.40 during FY 2017-18. Company is looking positive to get upward movement from last achieved export turnover subject to global economic conditions.

iii) During FY 2018-19, Company has increased its product lines by launching new products under REDTAPE brands like travel bags, undergarments etc. and also increased its product mix in Garment and Shoes Segments as well. Company has achieved turnover of Rs 205.39 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 foots of young and sporty Indians.

4. Subsidiary / Associate Company

The Company has two foreign subsidiaries as on March 31, 2019 viz. Mirza (HK) Limited and Mirza Bangla Limited. 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.

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 Companys subsidiaries, joint ventures or associate companies, and 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.

5. Dividend and Reserve

After considering the Companys 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 September 11, 2019 in proportion to paid-up value of Equity Shares. The Board proposes to transfer the amount of Rs 5 Crore to General Reserve, as compared to Rs 8.00 Crore transferred in the previous year.

The dividend payout is in accordance with the Companys Dividend Distribution Policy. Dividend Distribution Policy is available on Companys 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.

However, Mr. Irshad Mirza, Chairman and Founder promoter of Company, has tendered his resignation from Directorship of the Company due to his ill and falling health w.e.f 30.05.2019. His contribution to the Company can not be expressed by words only as where the company is as now is only because of the unrested efforts of Mr. Irshad Mirza. During his leadership, he has not left any stone remain unturned for the growth of the Company. Board present him vote of thanks and wishes his healthy life ahead.

To fill up his position as Chairman, Board has selected Mr. Rashid Ahmed Mirza, Managing Director of the Company as its Chairman. Mr. Shuja Mirza, President (Marketing) of the Company has also been appointed as Additional Director (Executive) of the Company w.e.f 01.06.2019 to be appointed as Whole-Time Director of the Company subject to confirmation by shareholders at the upcoming Annual General Meeting.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder, Mr. Shahid Ahmad Mirza (DIN No: 00048990), 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, CA Sudhindra Kumar Jain, Mr. Pashupati Nath Kapoor, Mr. Qazi Salam Noorus, Dr. Yashvir Singh, Mr. Subhash Sapra, Independent Directors of the Company 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 ("SEBI Listing Regulations"). Said declaration is pending to be received from Mrs. Vinita Kejriwal. 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 the Independent Directors are independent of the management and have ful_lled 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 Boards 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. Familiarisation 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, Directors 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 Directors 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.

(c) Contributing towards more efficient use/allocation of resources within the organization (d) Protecting and enhancing assets and Company image.

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

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

(g) Optimizing operational efficiency.

The Board takes responsibility for the overall process of Risk Management in the organization, through Enterprise Risk Management Programme, Business units and Corporate functions address opportunities and attendant risks through an institutionalized approach aligned to the Companys objective.

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 behavior, actual or suspected fraud or violation of the Companys 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 Companys Website (http://mirza. co.in/policy.html)

12. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

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 companys 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. 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

("The Rules"), 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*
2011-12 Final 0.50 September 29, 2012 October 28, 2019 5,79,786.00
2012-13 Final 0.50 September 28, 2013 October 27, 2020 5,47,300.00
2013-14 Final 0.50 September 20, 2014 October 19, 2021 5,47,867.00
2014-15 Final 0.50 September 29, 2015 October 28, 2022 5,31,009.00
2015-16 Final 0.50 September 29, 2016 October 28, 2023 7,23,657.00
2016-17 Final 0.90 September 28, 2017 October 27, 2024 9,79,081.20
2017-18 Final 0.90 September 26, 2018 October 25, 2025 7,76,355.30

*Amount unclaimed as on March 31, 2019.

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:

Mr. Ankit Mishra, Company Secretary & 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: http://mirza.co.in/nodal-officer.html.

Share Transferred to IEPF

During the year, the Company transferred 89,416 shares on November 14, 2018 to the IEPF. The shares transferred were on account of dividends unclaimed for seven consecutive years.

16. Management Discussion and Analysis

Managements 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 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

17. Human Resources

Companys 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. Mirza International Limited 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, 2019 was 3,848 (March 31, 2018: 3408). 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 of the Company is available at: http:// www.mirza.co.in/policy.html.

The Company has identified following focus areas for CSR engagement:

Health: 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.

Safe Drinking Water: Availability of safe drinking water.

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 _rst 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, 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; Introduction of "Solar Power" is under discussion.

Capital investment on energy conservation equipments:

Financial Year 2018-19
Amount (Rs In lakh) 50.21

b) Technology Absorption

Efforts made towards technology absorption Following efforts are made during the year towards technology absorption: Replacement of old Desktops / Laptops with latest technology Laptops and data processing units; Introduction of Women sports / running shoes with memory foam socks; Introduction of new designs for shoe uppers Expansion of retail base of Online stores in domestic market.

c) Benefits derived

Speedy and real time updated flow of information between management and staff level; Adding customer base remaining half population i.e. Indian Women; Introduction of 965 new Articles during the year; Value addition and Brand building via online outlets with more customer reach; In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) –N/A

Expenditure incurred on Research and Development: Rs 120.15 Lakhs

d) Foreign Exchange Earnings And Outgo

During the year, the foreign exchange earned was Rs 454.50 Crore as compared to Rs 461.03 Crore during the previous year. The foreign exchange outgo was Rs 361.17 Crore in the Previous Year.

21. 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 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 38th AGM held on September 28, 2017 until conclusion of the 43rd 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 May 7, 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 CS 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, 2019.

The Secretarial Audit Report for the financial year ended March 31, 2019 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 CMA 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, 2019.

23. Extract of Annual Return:

As per the requirements of Section 92(3) of the Act, the extract of the annual return is given in Annexure VII in the prescribed Form No. MGT-9, which is a part of this report.

24. Board Meetings

During the Year 2018-19, Board met 4 times on May 29, 2018, August 07, 2018, November 13, 2018 and February 09, 2019, 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 arms 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 VIII to this Report.

The Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys 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. The disclosures of Related Party Transactions on a Consolidated basis for the financial year ended on March 31, 2019 is also uploaded on the Companys website http://mirza.co.in/disclosure_announcement. html.

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 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.

No complaints pertaining to Sexual Harassment were received during the Financial Year 2018-19.

28. Credit Rating

During the year, the Rating for Companys Short term bank facilities and borrowing programme has been assigned to "CRISIL A2+" by CRISIL. The Long Term Banking Facilities has been assigned to "CRISIL A-/Negative". 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 assigned the Long Term Rating at [ICRA] A- and has assigned a ‘Stable outlook on the Long Term Rating. The ratings assigned by ICRA in the short Term Rating at [ICRA] A2+.

29. 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.

30. 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 Employees 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 Companys operation in future.

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

31. 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 (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 and there are no 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, 2019 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.

32. 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 : New Delhi Rashid Ahmed Mirza
Date : August 09, 2019 Chairman & Managing Director