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MIG Media Neurons Ltd.

BSE: 532579 Sector: Others
NSE: MMNL ISIN Code: INE702S01015
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MIG Media Neurons Ltd. (MMNL) - Director Report

Company director report

To

The Members

MIG Media Neurons limited

A-402/403 Shapath Hexa

Nr. Kargil Petrol Pump

Opp. High Court of Gujarat

S.G Highway

Ahmedabad – 380 006

Your Directors have pleasure in presenting their 5Th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

Particulars 2015 - 2016 2014-2015
Gross Income 15894164 13212525
Less: Interest NIL NIL
Profit/(Loss)before Depreciation & Tax 2091812 1700156
Less: Provision for Depreciation 268848 198590
Profit/(Loss) before Taxation 1822964 1501566
Less : Provision for Taxation 606348 463984
Profit/(Loss) after Taxation 1216616 1037582
Add: Balance B/F from last Year 1092129 1054547
Less :Used for Bonus (1500000) (1000000)
Less : Additional Depreciation pursuant to enactment of Schedule II of the Companies Act 2013 (141464) NIL
Profit/Loss for appropriation C/F to B/S 667281 1092129

STATE OF COMPANY'S AFFAIR

During the year under review your Company has achieved Gross revenue of Rs.15894164/- as against Rs. 13212525/- in the previous year. The Profit before finance cost anddepreciation amounted to Rs. 2091812/- as against Rs. 1700156/- in the previous year.

Profit after tax during the year worked out to Rs. 1216 616/- as compared to Rs.1037582/- in the previous year.

DIVIDEND

Board of Director has not recommended any dividend for mobilization & utilizationof funds.

TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the GeneralReserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and date of report.

CHANGES IN SHARE CAPITAL DURING THE YEAR

There were following changes made during the year :

• Increase in Authorized Capital of the Company from Rs. 2500000/ - to Rs.5000000/ - on 7th April 2015.

• Increase in Authorized Capital of the Company from Rs. 5000000/ - to Rs.10000000/ - on 28th December 2015.

• Bonus Allotment of 300000 Equity shares resulting in the total paid up capitalas on 11th April 2015 to Rs. 5000000/-.

• Bonus Allotment of 300000 Equity shares resulting in the total paid up capitalas on 16th February 2016 to Rs. 8000000/-.

DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73 and 76 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The questionof non compliance of the relevant provisions of the law relating to acceptance of depositdoes not arise.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures orany Associate Companies.

LISTING

The Equity Shares of the Company continue to remain listed on National Stock Exchangeof India Limited.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2016 100% of the share capital stands dematerialized.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsfurther confirm as under:

i) That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialperiod and of profit or loss of the Company for that period

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

iv) That the Directors have prepared the annual accounts on a "going concernbasis".

v) That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) That the Directors had devised proper system to ensure compliance with theprovision of all applicable laws and that such systems were adequate and operatingeffectively.

BOARD MEETINGS

10 (Ten) meetings of the Board of Directors were held during the year.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Directors & Key Managerial Personnel

*The Board appointed Mrs. Kantaben Naranbhai Bhavsar as an Additional Director of thecompany with effect from 03/02/2016 who shall hold office up to the Annual GeneralMeeting and is eligible for appointment as Director as provided under the Articles ofAssociation of the Company. The Company has received notice under Section 160 of theCompanies Act 2013 from a member signifying her intention to propose the candidature ofMrs. Kantaben Naranbhai Bhavsar for the office of Director.

*In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Naranbhai Bhavsar (DIN: 03605149) Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible have offered himself forre-appointment.

* Mr. Tejas Kanaiyalal Patel who was appointed as the Independent Director of thecompany on 24.03.2015 has resigned from the board on 17.12.2015 Mrs. Radhika RushikeshBhavsar who was appointed as an executive Director of the company on 23.03.2015 hasresigned from the Board on 11.01.2016 and Mr. Harshad A Patel who was appointed as theChief Financial Officer on 23.03.2015 has resigned on 27.01.2016. The Board of Directorsrecord their appreciation for the services rendered by them during their tenure. Mr.Avkash Sharma has been appointed as the Chief Financial Officer of the Company w.e.f28.05.2016.

Declaration by Independent Director

The Company has complied according to the provisions of Section 149(6) of the CompaniesAct 2013. The Company has also obtained declarations from all the Independent Directorspursuant to Section 149(7) of the Companies Act 2013.

PARTICULARS OF LOANS INVESTMENTS & GUARANTEES PROVIDED

The particulars of Loans Investments and Guarantees provided by the Company have beendisclosed in the Notes to the Financial Statements.

STATUTORY AUDITOR

M/s Maulik Shah & Co Chartered Accountants the retiring auditors are eligible forreappointment to hold office from the conclusion of this Annual General Meeting to theconclusion of next Annual General Meeting. However they have expressed theirunwillingness to be reappointed for the next terms as the Statutory Auditors of theCompany.

M/s M.G. Bhuva & Co. Chartered Accountants Ahmedabad (Membership No.155975) hasgiven their consent to act as the Statutory Auditor of the Company. The Company hasreceived letter from the Auditors to the effect that their appointment is within theprescribed limits under the Companies Act 2013 and that they are not disqualified. TheBoard recommends their appointment.

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".

SECRETARIAL AUDITOR

The Board has appointed M/s Sagar R Sharma & Co Practicing Company Secretary asthe Secretarial Auditor of your Company to conduct Secretarial Audit for the financialyear 2015-16. The Secretarial Audit Report for the financial year ended March 31 2016 isannexed herewith marked as "Annexure B" to this Report.

CODE OF CONDUCT

Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany. The Code of Conduct is available on the Company's websitewww.migmedianeuronsltd.com . the declaration in this regard made by the CEO & WholeTime Director is attached as "Annexure C" which forms a part of thisReport of the Directors.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally.

As per Regulation 15 of SEBI (Listing Obligation and Discloser) Regulation 2015 someof the Corporate Governance Regulations not applicable to

(a) the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year

(b) the listed entity which has listed its specified securities on the SME Exchange:

As during the period under review Corporate Governance Regulations was not applicablebut Basic information in the Corporate Governance is given for the sake of investors as "AnnexureE". the Certificate from M/s Sagar R Sharma & Co Practicing CompanySecretaries confirming compliance with the requirements of Corporate Governance asstipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 is annexed as "Annexure F".

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature of the business.

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee are as follows.There have been no situations where the Board has not accepted any recommendation of theAudit Committee.

Audit Committee

Name Status Designation
Mr. Rajeshkumar Narendrakumar Patel Independent Director Chairman
Mr. Vimal Bipinbhai Patel Independent Director Member
Mr. Rushikesh Naranbhai Bhavsar Executive Director Member

Nomination and Remuneration Committee

Name Status Designation
Mr. Kirit Prahladbhai Patel Independent Director Chairman
Mr. Rajeshkumar Narendrakumar Patel Independent Director Member
Mr. Vimal Bipinbhai Patel Independent Director Member

Stakeholders Relationship Committee / Investors Grievance Committee

Name Status Designation
Mr. Vimal Bipinbhai Patel Independent Director Chairman
Mr. Rajeshkumar Narendrakumar Patel Independent Director Member
Mr. Naranbhai Mansukhram Bhavsar Executive Director Member

POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

The Company has formulated a policy known as Nomination and Remuneration Policy togovern the appointment and payment of remuneration to directors and KMPs.

EMPLOYEES STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option within the meaning of section 62(1) (b) of the Companies Act 2013 read with its Rules framed there under and respectiveSEBI regulations.

RELATED PARTY TRANSACTION

All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.

VIGIL MECHANISAM

Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company hadestablished a vigil mechanism for directors and employees to report concern of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct. Themechanism provides for adequate safeguards against victimization of Directors andemployees who avail of the mechanism.

PARTICUALRS OF EMPLOYEES

The Statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is not required as it does not have employeesfalling under the same.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

COMMITMENT TO QUALITY AND ENVIRONMENT

MIG Media Neurons Limited recognizes quality and productivity as a pre-requisite forits operations and has implemented ISO 9001:2008 standards. Continuous efforts to preservethe environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

(A) Conservation of energy:

(i) Steps taken or impart on conservation of energy :-No such steps were requiredas the Company is not into any manufacturing activities.

(ii) Steps taken by the company for utilizing alternate sources of energy:- No suchsteps were required as the Company is not into any manufacturing activities.

(iii) Capital Investment on energy conservation equipments:-NIL

(B) Technology absorption

(I) efforts made towards technology absorption:- As the Company is not using anyborrowed technology no such steps are required.

(II) benefit derived:- NA

(III) In case of imported technology- N.A.

a) The detail of technology imported

b) The year of import

c) Whether the technology been fully absorbed

d) If not fully absorbed areas where absorption has not been taken place and thereasons thereof

(IV) Expenses incurred on R & D: NIL

(C) Foreign exchange earnings and outgo

(Amount in Rs.)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Foreign Exchange Outgo NIL NIL
Foreign Exchange Earning NIL NIL

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

ANNEXURES FORMING A PART OF DIRECTOR'S REPORT

The Annexure referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report:

Annexure Particulars

Annexure Particulars
A Extract of the Annual Return in Form MGT-9
B Secretarial Audit Report
C CEO & Whole Time Director's Certificate under Schedule V Part D of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 on compliance of Code of Conduct
D CEO and CFO Certificate
E Corporate Governance Report
F Certificate from Practicing Company Secretary on Corporate Governance Report

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives &staff.

By Order of the Board
For MIG MEDIA NEURONS LIMITED
Sd/- Sd/-
Rushikesh N Bhavsar Naranbhai M Bhavsar
Managing Director Director
DIN: 03393555 DIN: 03605149
Date : August 05 2016
Place : Ahmedabad