mirza international ltd Directors report

To,

The Members of

Mirza International Limited

Your Directors are pleased to present the 43^rd 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, 2022.

FINANCIAL SUMMARY

The Company?s standalone and consolidated financial performance for the year ended March 31, 2022 is summarised below:

Particulars	Standalone		Consolidated
	31.03.2022	31.03.2021	31.03.2022	31.03.2021
INCOME
Revenue from operations	1,67,155	1,04,682	1,67,867	1,04,893
Other income	571	124	572	120
Total Income	1,67,726	1,04,806	1,68,439	1,05,013
EXPENSES
Operating Expenditure	1,04,874	67,763	1,04,952	67,808
Finance costs	2,698	4,100	2,698	4,101
Depreciation and Amortization expense	5,998	6,627	6,026	6,654
Other expenses	39,214	25,270	39,408	25,257
Total Expenses	1,52,784	1,03,760	1,53,084	1,03,820
Profit before tax	14,942	1,046	15,355	1,193
Net Income Allocable to Non-Controlling Interest	-	-	8	4
Tax Expense	3,898	308	4,057	355
Profit for the Year	11,044	738	11,290	834

STATE OF COMPANY AFFAIRS

The FY 2021-2022 has been a remarkable year for your Company in this pandemic year. The Company has crossed ever turnover of 1,67,155 Lakhs. The major highlights are given below:

Standalone and Consolidated

• The Consolidated Revenue from operations increase to Rs. 1,67,867 Lakhs from Rs. 1,04,893 Lakhs in the previous year. Thus, showing an increase of about 60.04%.

• The Standalone Revenue from operations increase to Rs. 1,67,155 Lakhs from Rs. 1,04,682 Lakhs during the previous year. Thus, showing an increase of about 59.68%.

• The Standalone Profit before Tax has increased to Rs. 14,942 Lakhs as compared to Rs. 1,046 Lakhs during the previous year.

• The Earning Per Share has increased to Rs. 9.38 as against Rs. 0.69 in the Previous Year.

Your Company has shown growth on the key financial metrics for the year, despite the market scenario being uncertain and increasing competition in the year. 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 growth in value and impressive profit growth during the year.

GROWTH STRATEGY

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 ‘Customer First? your Company regularly refreshed 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 the Indian Domestic market, which is also one of largest market in the World, REDTAPE remains successful in expanding its presence across the length and breadth of India. Despite external pressures, your Company has demonstrated growth in the retail network by expanding its store footprint to 348 stores. With 72 number of retail outlets opened during 2021-22 only, total number of retail outlets has reached to 348 stores which resulted into ever high turnover of Rs. 1,161.37 crore from domestic market only with 62.38% 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. 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 2021-22, export turnover of the Company was Rs. 515.89 crore as against Rs. 332.86 crore during FY 2020-21. 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 recognized as one of the top non-leather exporters from India.

Product Development

Footwear along with Apparels & Accessories category is gradually evolving to be a style statement of one?s 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, enabling your Company to focus on launching different subcategories like the recently launched Womens Ethnic Wear Apparel collection along with Women Belts. We continue to focus on products that excite our consumers and having tasted success in the apparel & footwear category of all 3 genders, we plan to be more aggressive in designing ranges for the same while building greater synergies in our retail, wholesale and e-commerce portfolios.

Manufacturing and Quality

During FY 2021-22, the 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. 553.68 crore in Garment segment which shows its increasing customer confidence for future growth as well. Company?s sport brand REDTAPE athleisure is rapidly finding its place in foots of young and sporty Indians.

MATERIAL CHANGES AND COMMITMENTS

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closure of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. 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. 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 March 31, 2022. 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 March 31, 2022 will be recognised prospectively.

SCHEME OF ARRANGEMENT

During the year under review, the Board of Directors of the Company, in its meeting held on December 10, 2021 had approved a Composite Scheme of Arrangement framed under the provisions of Sections 230 & 232 of the Companies Act, 2013, read with Section 66 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, together with Sections 2(1B) and 2(19AA) of the Income Tax Act, 1961, and other applicable provisions, if any, which provides for (a) Amalgamation of RTS Fashions Pvt Ltd with Mirza International Ltd; (b) De-merger of Branded Business/ REDTAPE Business of Mirza International Ltd into Redtape Ltd. The Company has received approval from BSE Limited and the National Stock Exchange of India Limited. The Scheme is subject to necessary regulation, approval and sanction by Hon?ble National Company Law Tribunal.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two foreign subsidiary as on March 31, 2022 viz. Mirza Bangla Limited and Mirza (H.K.) Limited. Pursuant to the provisions of IND AS 110, Sen En Mirza

Industrial Supply Chain LLP, being Indian subsidiary of the Company as at March 31, 2022. There has been no material change in the nature of the business of the subsidiary.

During the year, a wholly owned subsidiary, i.e. Redtape Limited has been incorporated with the initial Authorized Share Capital of Rs. 1,00,000 divided into 50,000 equity shares of Rs. 2/- each, for the purpose of transferring the domestic business of the Company. There are no other associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have 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 AOC-1 is annexed as Annexure-I to the Directors? Report.

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 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 on March 31, 2022.

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 March 31, 2022 stood at Rs. 51,25,00,000 divided into 25,62,50,000 equity shares of Rs. 2/- each. The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 24,06,12,000 divided into 12,03,06,000 equity shares of Rs. 2/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, i) Mr. Narendra Prasad Upadhyaya, Whole-time Director retired by rotation at the 42^nd AGM, and being eligible, re-appointed by the members in the Annual General Meeting held on September 24, 2021. ii) Mr. Tauseef Ahmad Mirza and Mr. Tasneef Ahmad Mirza, Whole-time Directors will retire by rotation at the ensuing AGM, and being eligible, offer themselves for re-appointment in accordance with the provisions of the Companies Act, 2013. The Board recommends the resolutions for adoption by the members.

Ms. Harshita Nagar was appointed as Company Secretary & Compliance Officer subsequent to deputation of Ms. Priyanka Pahuja as Company Secretary & Compliance Officer of Redtape Limited w.e.f. June 1, 2022.

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 BOARD?S 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., has been uploaded on the Company?s website at the web link: https://www.mirza.co.in/corporate-information.php. For further details, please refer to the Report on Corporate Governance which is forming part of this Annual Report.

COMPANY?S 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 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 Company?s 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.

Risk Management Committee of the Company constituted on June 29, 2021 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 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 affecting the smooth and efficient running of operations of the Company. This Policy documents the Company?s 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 Company?s Code of Conduct. The Vigil Mechanism (Whistle Blower) Policy is available on Company?s website at the https://www.mirza.co.in/ corporate-information.php.

4. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘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://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.

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 there under. Particulars of loans and investments form part of the notes to the Financial Statements.

INTERNAL CONTROL SYSTEM

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)

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 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*
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 31^st March, 2022.

The Company has not declared any final dividend for the Year 2019-20, 2020-21 and 2021-22.

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:// www.mirza.co.in/shareholders-information.php.

Share Transferred to IEPF

During the year, the Company transferred 20,775 shares on December 20, 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. As on March 31, 2022, the Committee consisted of Mr. Tauseef Ahmad Mirza, Chairman, Mr. Shuja Mirza, Mr. Tasneef Ahmad Mirza 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.

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 Company?s 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 Company?s website at the link: https://www.mirza.co.in/corporate-information.php

The Annual Report on CSR activities for the FY 2021-22 is annexed 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 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, 2022 was 2,409 (March 31, 2021: 2,774). 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 annexed 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:

• Installation of 1,700 KW solar panels at one of our plant and implementation of installing 5,000 KW solar panels in three other plants.

Capital investment on energy conservation equipment:

Financial Year	2021-22
Amount	Rs. 265.47 Lakhs

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; 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;

• 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. 963.16 Lakhs

c) Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned was

Rs. 468.98 Crore as compared to Rs. 304.62 Crore during the previous year. The foreign exchange outgo was

Rs. 603.97 Crore as compared to Rs. 336.56 Crore 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 REPORT

a) Statutory Auditors

The first term of office of M/s. DRA & Co., Chartered Accountants, as Statutory Auditors of the Company will expire with the conclusion of ensuing Annual General Meeting of the Company. M/s. DRA & Co., Chartered Accountants have expressed their inability to be reappointed as Statutory Auditors of the Company for second term due to practical difficulties.

The Board proposed for the appointment of M/s. Khamesra Bhatia & Mehrotra, Chartered Accountants, in the ensuing AGM for a period of 5 years.

As recommended by Audit Committee, the Board has proposed a resolution at the ensuing Annual General Meeting for appointment of M/s. Khamesra Bhatia & Mehrotra, Chartered Accountants as Statutory Auditors of the Company in place of M/s. DRA & Co., (who have shown their unwillingness for re-appointment) pursuant to Section 139 of the Companies Act, 2013 which forms part of the Notice. The Company has received a letter from them to the effect that their appointment, if made, shall be in accordance with the conditions laid down in Section 139 of the Companies Act, 2013.

The Board also places on record its appreciation for the services rendered by M/s. DRA & Co., as the Statutory 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 Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed M/s. Ankit Misra & Company, Company Secretaries, (CP No. 23471), as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit was carried out by Mr. Ankit Misra, Company Secretary, (CP No. 23471) for the Financial Year 2021-22. The Report given by the Secretarial Auditors is annexed as Annexure-IV and forms an integral part of this Board?s Report.

The Secretarial Audit Report contains few remarks regarding maximum gap between two meetings of Board and Audit Committee of the Board. The Board of Directors, considered and observed the remarks given in the said report and approved the same.

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.

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 2021-22.

WEB ADDRESS FOR ANNUAL RETURN

The Annual Return of the Company pursuant to Section 92(3) of the Companies Act, 2013 is available on the website of the Company i.e., www.mirza.co.in under "Investors" Section.

NUMBER OF BOARD MEETINGS

During the year under review, six Board Meetings were convened and held on June 29, 2021, July 27, 2021, August 13, 2021, November 12, 2021, December 10, 2021 and February 11, 2022 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, Mr. Sanjay Bhalla, Mr. Sanjiv Gupta and Ms. 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 March 31, 2022 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

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 Euro Footwear Private 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 24, 2021.

The Policy on Related Party Transactions is available on the website of the Company, i.e., https://www.mirza.co.in/ corporate-information.php.

REPORTING OF FRAUD

During the financial year 3 cases of fraud /embezzlement in the nature of misappropriation were reported. The amount involved was Rs. 36.77 Lakhs out of which Rs. 0.72 Lakhs were recovered and management is of the opinion that Rs. 10.57 Lakhs is recoverable whereas Rs. 25.49 Lakhs has been written off considering same as non recoverable.

The Company has also written off Rs. 21.62 Lakhs pertaining to the fraud/embezzlement occurred during previous financial year which was considered as then recoverable. Thus, the total amount written off Rs. 47.11 Lakhs.

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 ("Act"), state that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, 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, 2022 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.

e) 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.

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.

For and on behalf of the Board of Directors
Place: Dubai	Rashid Ahmed Mirza
Date: August 8, 2022	Chairman & Managing Director