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MIG Media Neurons Ltd.

BSE: 532579 Sector: Others
NSE: MMNL ISIN Code: INE702S01015
BSE 05:30 | 01 Jan MIG Media Neurons Ltd
NSE 05:30 | 01 Jan MIG Media Neurons Ltd

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.GHighway Ahmedabad – 380 006

The Board of directors of your Company is presenting the 8TH (Eighth) Annual Reportof your Company together with the Audited Financial Statements (Standalone) for the periodended 31st March 2019.

FINANCIAL RESULTS:

Particulars 2018-2019 2017-18
Gross Income 12792592.94 5811463.03
Less: Interest NIL NIL
Profit/(Loss)before Depreciation & Tax 702057.97 (609818.68)
Less: Provision for Depreciation 116533.00 154520.00
Profit/(Loss) before Taxation 585524.97 (764338.68)
Less : Provision for Taxation 121713.00 --
Profit/(Loss) after Taxation 463811.97 (764338.68)
Add: Balance B/F from last Year 693606.64 1457945.32
Less :Used for Bonus -- --
Less : Additional Depreciation pursuant To enactment of Schedule II of the Companies Act2013
Profit/Loss for appropriation C/F to B/S 1157418.61 693606.64

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs.1157418.61 in the present financial yearas against the reserve and surplus of Rs. 693606.64 during the previous financial year.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the Year under review there is change in the board of directors of the company.The existing and present structure of Board of Directors is as follows:

1. Mrs. Vandana Arun Baldi has resigned from the post of Company Secretary &compliance officer w.e.f. 16.08.2018 and Mrs. Monali Maheshwari was appointed as CompanySecretary & Compliance officer of the company w.e.f. 16.08.2018.

2. Mr. Rishikesh Naranbhai Bhavsar was appointed as Chief Financial Officer of theCompany w.e.f. 16.08.2018 The existing and present structure of Board of Directors is asfollows:

Sr. CATEGORY NAME OF DIRECTORS
Promoter and Executive Director
1. Chairman & Managing Director Mr. Rushikesh Naranbhai Bhavsar
2. Director Mr. Naranbhai Mansukhram Bhavsar
Promoter and Non Executive
3. Woman Director Mrs. Kantaben Naranbhai Bhavsar
Non Executive Director
4. Independent Non Executive Director Mr. Tejas Kanaiyalal Patel
5. Independent Non Executive Director Mr. Vimal Bipinbhai Patel
6. Independent Non Executive Director Mr. Kiritkumar Prahladbhai Patel

II. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Kantaben Naranbhai Bhavsar (DIN: 07380591) Director of the Company retiresby rotation at the ensuing Annual General Meeting and being eligible have offered herselffor reappointment.

III. DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are independent directors of the company in terms of Section149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations2015;

1. MR. TEJAS KANAIYALAL PATEL

2. MR. VIMAL BIPINBHAI PATEL

3. MR. KIRITKUMAR PRAHLADBHAI PATEL

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

IV. COMPLIANCE OFFICER:

Mrs. Monali Maheshwari Company Secretary holding requisite Qualification from theInstitute of Company Secretaries of India having Membership No. A53530 has been workingas Company Secretary (KMP) & Compliance Officer of the Company w.e.f. 16/08/2018.

CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE by virtue of Regulation 15of SEBI (Listing Obligation And Disclosure Requirements) Regulation 2015 the compliancewith the corporate governance provisions as specified in regulations 17 to 27 and clauses(b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V arenot applicable to the Company. Hence Corporate Governance Report does not form part ofthis Annual Report.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no subsidiary company Joint Venture Company or Associate Company.

PUBLIC DEPOSIT:

During the year under review your Company has neither accepted the deposit from publicnor renewed the same and has neither defaulted in the repayment of deposits or payment ofinterest during the financial year as envisaged by Chapter V of the Companies Act 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the yearunder review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/ OUTGO:

The Information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as requires under section 134(3) of the Companies Act 2013read with the Rule 8(3) of the Companies (Account) Rules 2014 are not applicable hencenot mentioned. Moreover during the year the Company has no Foreign Exchange earningsduring the year but company has $ 50000.00 foreign exchange outgo.

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 2(76) of the Companies Act 2013 were in the ordinarycourse of business and on arm's length basis. Details of transactions pursuant tocompliance of section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014 are annexed herewith as per Annexure-A in the FORM AOC-2.During the year the company has not entered into any materially significant related partytransactions which may have potential conflict with the interest of the Company andstakeholders at large. Suitable disclosures as required are provided in AS-18 which isforming part of the notes to the financial statement.

II. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors senior management personneland their remuneration. Remuneration Policy of the Company acts as a guideline fordetermining inter alia qualification positive attributes and independence of aDirector matters relating to the remuneration appointment removal and evaluation of theperformance of the Director Key Managerial Personnel and senior managerial personnel.Nomination and Remuneration Policy is annexed as "Annexure B" to thisreport.

PARTICULARS OF EMPLOYEES:

The Company has no employee who is in receipt of remuneration of Rs. 850000 permonth/- or Rs. 10200000 per annum and hence the company is not required to giveinformation under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Further the following details form part of "Annexure C" to the Board'sReport: - i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes and commitments affecting the financial position of thecompany have occurred between the end of financial year to which this Financial Statementrelates and up to the date of Annual Report and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.

CHANGES IN SHARES CAPITAL:

There is no change in the authorised and paid up share capital of the company duringthe year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

For the F.Y. 2018-19 company has not declared any dividend hence the company is notrequired to transfer any amount to Investor Education and Protection Fund Account.

INSURANCE:

All the assets of the company are adequately insured and the Company has developedproper system for taking insurance on all its insurable assets in order to mitigate therisk.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Companies Act 2013 read with rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith as "Annexure D" in MGT-9 and forming part of thereport.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS' REPORT:

In accordance with 139 of the Companies Act 2013 from M/s. M. G. BHUVA & Co.Chartered Accountants (FRN: 136870W) were appointed by the shareholders of the company atthe Annual General meeting held on 22nd September 2016 as Statutory Auditors for a periodof 5 years to hold office until the conclusion of the 10th Annual General Meeting of theCompany in calendar year 2021. The Ministry of Corporate Affairs vide its Notificationdated May 7 2018 has dispensed with the requirement of ratification of Auditor'sappointment by the shareholders every year. Hence approval of the Members for theratification of Auditor's appointment is not being sought at the ensuing Annual GeneralMeeting.

Auditors' Report:

The Auditors' Report does not contain any qualification reservation or adverseremark(s) on the financial statements for the year ended March 31 2019. The notes ofaccounts referred to in the auditors' report are self explanatory and therefore do notrequire any further comments.

II. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 the Company has appointed M/s. RonakDoshi & Associates Practicing Company Secretary to undertake Secretarial Audit forthe financial year ended on 31st March 2019. Secretarial Audit Report is annexedas "Annexure E" as Form MR-3. The Board has duly reviewed theSecretarial Auditor's Report and the observations and comments appearing in the reportare self-explanatory and do not call for any further explanation / clarification by theBoard of Directors as provided under section 134 of the Act.

III. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made thereunder the company has its proper system of Internal Control and it regularly monitor thesafeguarding of its assets prevention and detection of frauds and errors and accuracy andcompleteness of accounting records including timely preparation of financial information.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 Corporate Social Responsibility activity (CSRActivity) is not applicable to the company.

ENVIRONMENT HEALTH AND SAFETY:

The Company accords the highest priority to Environment Health and Safety. Themanagement is constantly reviewing the safety standards of the employees and themanagement believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES: i. VigilMechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy. During the year none ofthe matter having any unethical practices or behavior was reported to the Company.

ii. Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.

BOARD MEETINGS:

The Board of Directors duly met at regular intervals during the mentioned financialyear as per the Act with the gap between two board meetings not exceeding 120 days and inrespect of those meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose. The Company hasconducted 4 Board meetings dated 29/05/2018 16/08/2018 05/11/2018 and 22/02/2019.

Attendance of Board Meeting:

Sr. No. Name of Directors No. of Board Meeting
Held Attended
1. Rushikesh Naranbhai Bhavsar 4 2
2. Naranbhai Mansukhram Bhavsar 4 4
3. Kantaben Naranbhai Bhavsar 4 4
4. Tejas Kanaiyalal Patel 4 4
5. Vimal Bipinbhai Patel 4 0
6. Kiritkumar Prahladbhai Patel 4 4

COMMITTEES AND THEIR MEETINGS:

I. AUDIT COMMITTEE:

The constitution of Audit Committee includes two (2) Non Executive Independentdirectors namely Mr. Tejas Patel Chairman and Mr. Vimal Patel member of the AuditCommittee and One (1) Promoter and Executive Director Mr. Rushikesh Bhavsar member ofthe Audit Committee who is having financial and accounting knowledge. The CompanySecretary of the Company Mrs. Monali Maheshwari acts as the Secretary to the AuditCommittee. The constitution of Audit Committee meets with the requirements under Section177 of the Companies Act 2013. The Committee periodically discussed the FinancialReporting process reviewed the Financial Statements and discussed the quality of theapplied accounting principles and significant judgment that affected the Company'sFinancial Statements. Before presenting the audited accounts to the members of the Boardthe Audit Committee recommended the appointment of the statutory auditors subject to theBoard's approval. The audit Committee reviewed with adequacy of internal control systemswith the management statutory and internal auditors.

Terms of Reference:

The terms of reference of the Audit Committee include approving and implementing theaudit procedures reviewing financial reporting systems internal control systems andcontrol procedures and ensuring compliance with the regulatory guidelines under Section177 of the Companies Act 2013.

Powers of the Audit Committee:

The Audit Committee has powers that include the following: a) To investigate anyactivity of the Company within its terms of reference b) To seek information from anyemployee c) To obtain outside legal and other professional advice d) To secure attendanceof outsiders with relevant expertise if it considers necessary.

Audit committee meeting:

The Audit Committee duly met at regular intervals during the mentioned financial yearand in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The Companyhas conducted 4 meetings during the year dated 29/05/2018 14/08/2018 29/10/2018 and08/01/2019.

Attendance of Audit Committee Meeting:

Name Status Designation No. of meetings Attended
Mr. Tejas K Patel Independent Director Chairman 4 of 4
Mr. Vimal B Patel Independent Director Member 0 of 4
Mr. Rushikesh N Bhavsar Executive Director Member 4 of 4

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and remuneration committee is entrusted with the responsibility offinalizing the remuneration of Executive / Whole Time Directors.

Presently Mr. Kirit P Patel Independent Director is Chairman of Nomination andRemuneration Committee and Mr. Vimal B Patel and Mr. Tejas K Patel Independent directorsare members of the Committee. The Company Secretary of the Company acts as the Secretaryto the Nomination and Remuneration Committee.

The Committee met 2 (Two) times during the year 2018-2019. The dates on which theNomination and remuneration Committee meetings were held are 14/08/2018 and 22/02/2019. Ithas complied with the provisions of Section 178 of the Companies act 2013.

Attendance of Nomination and Remuneration Committee Meeting:

Name Status Designation No. of meetings attended
Mr. Kirit P Patel Independent Director Chairman 2 of 2
Mr. Vimal B Patel Independent Director Member 0 of 2
Mr. Tejas K Patel Independent Director Member 2 of 2

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted a Stakeholders RelationshipCommittee as per Companies act 2013. Presently the Stakeholders Relationship Committeecomprising of Mr. Vimal B Patel Chairman of the Committee Mr. Naranbhai M Bhavsar andMr. Tejas K Patel Members of the Committee inter alia approve issue of duplicatecertificates and oversee and reviews all matters connected with the securities transfers.The Committee also looks into redressal of shareholders' complaints like transfer ofshares non-receipts of balance sheet non-receipt of declared dividends etc. TheCommittee overseas the performance of the Registrar and Transfer Agents and recommendsmeasures for overall improvement in the quality of investor services. The Company hasdesignated the below cited e-mail ID of the Grievance Redressal Division/ ComplianceOfficer Mrs. Monali Maheshwari exclusively for the purpose of registering complaints byinvestors. E-mail ID – madeingujarat.cs@gmail.com

None of the request for transfers dematerialization and re-materialization was pendingfor approval as on 31st March 2019. The Committee met 2 (Two) times during the year on14/08/2018 and 22/02/2019.

Attendance of Stakeholder Relationship Committee Meeting:

Name Status Designation No. of meetings Attended
Mr. Vimal B Patel Independent Director Chairman 0 of 2
Mr. Naranbhai M Bhavsar Executive Director Member 2 of 2
Mr. Tejas K Patel Independent Director Member 2 of 2

INDEPENDENT DIRECTORS' MEETING:

During the year under review a separate meeting of Independent Directors was held on15th May 2018 inter alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole 2. Evaluation of performance of the Chairman of the Company taking into accountthe views other Executive and Non-Executive Directors and

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board and that is necessary to effectively and reasonably perform itsduties. All the Independent Directors were present at the meeting.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Instituteof Chartered Accountants of India. The Company Complied with the Stock Exchange and legalrequirement concerning the Financial Statements at the time of preparing them for theAnnual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Management Discussion & AnalysisStatement is attached with this report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited the shares of thePublic Company must be under compulsory Demat form. The Company has establishedconnectivity with both the Depositories i.e. National Securities Depository Limited andCentral Depository Services (India) limited and the Demat activation number allotted tothe Company is ISIN: INE702S01015. Presently all the shares of the company i.e. 100%shares are held in electronic mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention Prohibitionand Redressal Act 2013):

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. Your Directors further state that nocomplaints regarding the sexual harassment were raised during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits theDirector's Responsibility Statement:- a) in preparation of the Annual Accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

b) 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 thefinancial year and of the profit or loss of the company for that period; c) theDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not provided directly or indirectly any loan to any other person orbody corporate or has given any guarantees or provide security in connection with loan toany other body corporate or person and acquire by way of subscription purchase orotherwise the securities of any other body corporate exceeding sixty percent of its paidup capital free reserves and securities premium account or one hundred percent of itsfree reserves and securities premium account whichever is more and hence it is outsidethe purview of Section 186 of the Companies Act 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and as per Regulations under SEBI(LODR) 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committee. The performance of the Board was evaluatedby the Board after seeking feedback from all the Directors on the basis of theparameters/criteria such as degree of fulfillment of key responsibility by the BoardBoard Structures and Composition establishment and delineation of responsibilities to theCommittees effectiveness of Board processes information and functioning Board cultureand dynamics and Quality of relationship between the Board and the Management. Theperformance of the committees' viz. Audit Committee and Nomination & RemunerationCommittee was evaluated by the Board after seeking feedback from Committee members on thebasis of parameters/criteria such as degree of fulfillment of key responsibilitiesadequacy of committee composition effectiveness of meetings committee dynamics andquality of relationship of the committee with the Board and the Management. The directorsexpressed their satisfaction with the evaluation process and outcome. The performance onNon- Independent Director including Chairman was also evaluated by the IndependentDirectors at the separate meeting held of Independent Directors of the Company.

FRAUD:

No cases of fraud have been reported by the company during the period under review.

RISK MANAGEMENT SYSTEM:

The Company has developed and implemented a risk management system which identifiesassess monitor and mitigate various risks on continuation basis which may threaten theexistence of the Company.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors Relationship with other Director
Rushikesh Naranbhai Bhavsar Managing Director and self
Naranbhai Mansukhram Bhavsar Director and Father of Mr. Rushikesh Bhavsar
Kantaben Naranbhai Bhavsar Director and Mother of Mr. Rushikesh Bhavsar
Tejas Kanaiyalal Patel None
Vimal Bipinbhai Patel None
Kiritkumar Prahladbhai Patel None

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financialinstitutions Company's bankers and customers vendors and investors for their continuedsupport during the year. Your Directors are also pleased to record their appreciation forthe dedication and contribution made by employees at all levels who through theircompetence and hard work have enabled your Company achieve good performance year afteryear and look forward to their support in future as well.

Regd. Office: By Order of the Board

A-402/403 Shapath Hexa For MIG MEDIA NEURONS LIMITED Opp. High court of Gujarat NearKargil Petrol Pump S. G. Highway Ahmedabad– 380060 Gujarat

Sd/- Sd/-
Rushikesh Bhavsar Naranbhai Bhavsar
Date: 11th June 2019 Chairman and Managing Director Director
Place: Ahmedabad DIN: 03393555 DIN: 03605149

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