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Directors Report of Mirza International Ltd.

Mar 31, 2015

Dear Members,

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

1. financial summary or highlights/ performance of the company

(Rs. in Crore)

Particulars 2014-15 2013-14

TOTAL REVENUE 918.99 707.35

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

Less: Finance Charges 39.29 32.00

Depreciation & Amortization Expenses 24.62 22.04

Profit Before Tax 78.73 67.78

Less: Provision for Taxes 27.57 24.41

PRofiT AfTeR TAxes 51.16 43.37

Add: Balance of profit brought forward 182.64 150.55

233.80 193.92

Less: Appropriations Transfer to General Reserve 5.50 5.00

Dividend on Equity Shares 4.64 4.64

Tax on proposed Dividend 0.94 0.79

Income Tax 2.55 0.85

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

Balance at end of the Year 199.49 182.64

2. MAJOR HIGHLIGHTS OF FINANCIAL PERFORMANCE:

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

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

The major highlights are as given below:

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

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

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

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

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

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

3. growth strategy

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

4. subsidiary / associate company

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

5. DIVIDEND

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

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

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

6. RESERVES

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

7. share capital

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

8. directors and key managerial personnel

Appointment:

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

Retirement by Rotation:

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

Independent Directors

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

9. evaluation of boards performance

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

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

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

Performance evaluation of Board and Committees.

1. Degree of fulfilment of key responsibilities.

2. Board structure and composition.

3. Effectiveness of Board processes, information and functioning.

4. Board culture and dynamics.

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

6. Establishment and delineation of responsibilities to Committees.

Performance evaluation of Directors

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

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

3. Display independence of judgement.

10. familiarisation programmes for independent directors

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

11. remuneration policy

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

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

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

12. risk management policy

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

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

13. whistle blower policy & vigil mechanism

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

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

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

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

15. internal control system

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

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

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

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

16. transfer of unpaid and unclaimed amounts to IEPF

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

17. management discussion and analysis

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

18. insider trading regulations

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

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

19. code of conduct for directors & senior officers

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

20. human resources

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

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

21. corporate social responsibility(csr)

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

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

22. PARTICULARS OF EMPLOYEES

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

23. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

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

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

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

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

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

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

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

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

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

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

RESEARCH AND DEVELOPMENT (R&D)

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

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

25. CORPORATE GOVERNANCE CERTIFICATE

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

26. AUDITORS

a) STATUTORY AUDITORS

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

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

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

b) SECTRETARIAL AUDITORS

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

c) cost auditors

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

27. EXTRACT OF ANNUAL RETURN:

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

28. NUMBER OF BOARD MEETINGS

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

29. COMPOSITION OF AUDIT COMMITTEE

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

30. related parties transactions

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

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

31. declaration by independent directors

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

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

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

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

33. CREDIT RATING

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

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

34. DETAILS OF SHAREHOLDERS SUSPENSE ACCOUNT:

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

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

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

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

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

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

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

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

36. ACKNOWLEDGEMENTS

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

For and on behalf of the Board

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




Mar 31, 2014

Dear Shareholders,

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

FINANCIAL RESULTS:

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

(Rs. in Crores)

2013-14 2012-13

TOTAL REVENUE 707.35 643.73

Earning before Finance Costs, Depreciation and amortization

Expenses and Taxes 121.82 115.88

Less: Finance Costs 32.00 31.57

Depreciation & Amortization

Expenses 22.04 19.92

Profit before Tax 67.78 64.39

Less: Provision for Taxes 24.41 20.95

Profit after Tax 43.37 43.44

Add: Balance in Profit & Loss Account 150.55 117.04

193.92 160.48 Less: Appropriations

Transfer to General Reserves 5.00 4.50

Dividend on Equity Shares 4.64 4.64

Tax on Dividend 0.79 0.79

Income Tax (Previous Years) 0.85 -

Closing Balance 182.64 150.55

193.92 160.48

PERFORMANCE OF THE COMPANY:

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

The major highlights of the performance are as under:

- The revenue from operations increase by 10 %.

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

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

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

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

DIVIDEND

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

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

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

DIRECTORS

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

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

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

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

Your directors commend their appointment/re-appointment.

AUDITORS AND AUDITORS'' REPORT

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

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

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

COST AUDITORS

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

SECRETARIAL AUDIT & RECONCILIATION OF SHARE CAPITAL

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

BORROWING POWERS AND CREATION OF CHARGE

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

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

PARTICULARS OF EMPLOYEES

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

ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE GOVERNANCE

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

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

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

UNCLAIMED DIVIDENDS

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

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

AWARDS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place: Kanpur IRSHAD MIRZA

Date: 24th July, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

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

FINANCIAL RESULTS:

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

(Rs. in crores)

2012-13 2011-12

TOTAL REVENUE 643.73 556.85

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

Less: Finance Costs 31.57 27.20

Depreciation & Amortisation 19.92 15.27

Expenses

Add: Extra-Ordinary Items-

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

Proft before Tax 64.39 51.56

Less: Provision for Taxes 20.95 16.25

Proft after Tax 43.44 35.31

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

160.48 126.43

Less: Appropriations

Transfer to General Reserves 4.50 4.00

Dividend on Equity Shares 4.64 4.64

Tax on Dividend 0.79 0.75

Closing Balance 150.55 117.04

160.48 126.43



PERFORMANCE OF THE COMPANY:

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

- The revenue from operations increased by 16%.

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

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

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

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

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

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

DIVIDEND

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

FIXED DEPOSITS

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

EXPORTS

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

DOMESTIC SALES

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

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

DIRECTORATE

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

AUDITORS & AUDITORS'' REPORT

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

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

COST AUDIT

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

PARTICULARS OF EMPLOYEES

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

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

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

DIRECTOR RESPONSIBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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



For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : 30th July, 2013 Chairman


Mar 31, 2012

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

FINANCIAL RESULTS

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

(Rs.in Crores)

2011' 2012 2010' 2011

Total Revenue 556.85 485.69

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

Less: Finance Costs 27.20 17.43

Depreciation & Amortisation 15.27 13.13

Expenses

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

in Associate Company)

(Profit on sale of one unit) - 3.89

Profit before Tax 51.56 57.49

Less: Provision for Taxes 16.25 18.30

Profit after Tax 35.31 39.19

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

126.43 100.53

Less: Appropriations:

Transfer to General Reserve 4.00 4.00

Proposed Dividend' Equity Shares 4.64 4.64

Dividend on Tax 0.75 0.77

Closing Balance 117.04 91.12

126.43 100.53

PERFORMANCE OF THE COMPANY

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

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

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

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

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

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

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

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

DIVIDEND

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

EXPANSION PROGRAMME

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

DISINVESTMENT IN MIRZA (UK) LTD.

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

PUBLIC DEPOSITS

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

EXPORTS

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

DOMESTIC SALES

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

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

DIRECTORATE

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

AUDITORS

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

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

AUDITORS REPORT

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

COST AUDIT

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

PARTICULARS OF EMPLOYEES

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : July 28, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

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

FINANCIAL RESULTS

(Rs. in Crores)

2010-2011 2009-2010

Gross Income 474.38 380.03

Profit before Interest, 84.64 52.98

Depreciation & Taxes

Less: Interest 17.43 13.97

Less: Depreciation 12.96 11.40

Add: Extra Ordinary Items 3.90 -

(Profit on Sale of one Unit)

Profit before tax 58.15 27.61

Provision for Taxes 18.30 9.43

Profit after Tax 39.85 18.18

Appropriations

Dividend - Equity Shares 4.64 3.71

Corporate Dividend Tax 0.77 0.62

Transfer to General Reserve 4.00 2.00

PERFORMANCE OF THE COMPANY

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

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

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

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

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

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

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

DIVIDEND

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

TRANSFER TO RESERVE

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

EXPANSION PROGRAMME

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

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

SALE OF ASSETS OF UNIT 4

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

PUBLIC DEPOSITS

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

EXPORTS

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

DOMESTIC SALES

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

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

DIRECTORATE

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

AUDITORS

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

AUDITORS REPORT

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

COST AUDIT

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

PARTICULARS OF EMPLOYEES

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : May 28, 2011 Chairman


Mar 31, 2010

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

FINANCIAL RESULTS

(Rs. in Crores)

2009-2010 2008-2009

Gross Income 380.03 361.38

Profit before Interest, 52.98 33.66

Depreciation & Taxes

Less: Interest 13.97 14.44

Less: Depreciation 11.40 10.11

Provision

-Current Tax 9.30 2.75

- Deferred Tax 0.08 0.44

- Wealth Tax 0.05 0.06

- Fringe Benefit Tax - 0.40

- Income Tax Previous Year - 0.12

Profit after Tax 18.18 5.36

Appropriations

Dividend - Equity Shares 3.71 1.85

Corporate Dividend Tax 0.62 0.32

Transfer to General Reserve 2.00 0.50



PERFORMANCE OF THE COMPANY

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

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

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

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

DIVIDEND

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

EXPANSION PROGRAMME

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

Corporate Social Responsibility

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

Fixed Deposits

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

Exports

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

DOMESTIC SALES

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

DIRECTORS

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

AUDITORS

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

AUDITORS REPORT

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

COST AUDIT

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

PARTICULARS OF EMPLOYEES

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Place : Kanpur IRSHAD MIRZA

Date : August 06, 2010 Chairman

 
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