mig media neurons ltd Directors 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

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

FINANCIAL RESULTS:

Particulars	2018-2019	2017-18
Gross Income	1,27,92,592.94	58,11,463.03
Less: Interest	NIL	NIL
Profit/(Loss)before Depreciation & Tax	7,02,057.97	(6,09,818.68)
Less: Provision for Depreciation	1,16,533.00	1,54,520.00
Profit/(Loss) before Taxation	5,85,524.97	(7,64,338.68)
Less : Provision for Taxation	1,21,713.00	--
Profit/(Loss) after Taxation	4,63,811.97	(7,64,338.68)
Add: Balance B/F from last Year	6,93,606.64	14,57,945.32
Less :Used for Bonus	--	--
Less : Additional Depreciation pursuant To enactment of Schedule II of the Companies Act,2013
Profit/Loss for appropriation C/F to B/S	11,57,418.61	6,93,606.64

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs.11,57,418.61 in the present financial year as against the reserve and surplus of Rs. 6,93,606.64 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 Company Secretary & Compliance officer of the company w.e.f. 16.08.2018.

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

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 the Company, Mrs. Kantaben Naranbhai Bhavsar (DIN: 07380591), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for reappointment.

III. DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are independent directors of the company in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015;

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 above Directors confirming their independence.

IV. COMPLIANCE OFFICER:

Mrs. Monali Maheshwari, Company Secretary holding requisite Qualification from the Institute of Company Secretaries of India, having Membership No. A53530 has been working as 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 15 of SEBI (Listing Obligation And Disclosure Requirements) Regulation, 2015 the compliance with 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 are not applicable to the Company. Hence, Corporate Governance Report does not form part of this 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 public nor renewed the same and has neither defaulted in the repayment of deposits or payment of interest 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 year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as requires under section 134(3) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Account) Rules, 2014 are not applicable, hence not mentioned. Moreover, during the year, the Company has no Foreign Exchange earnings during the year, but company has $ 50,000.00 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 related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on arms length basis. Details of transactions pursuant to compliance 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 party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

II. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as "Annexure B" to this report.

PARTICULARS OF EMPLOYEES:

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/- or Rs. 1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details form part of "Annexure C" to the Boards Report: - i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

No such material changes and commitments, affecting the financial position of the company have occurred between the end of financial year to which this Financial Statement relates 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 courts or tribunals impacting the going concern status and companys operations in future.

CHANGES IN SHARES CAPITAL:

There is no change in the authorised and paid up share capital of the company during the 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 not required 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 developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

EXTRACT OF ANNUAL RETURN:

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

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 at the Annual General meeting held on 22nd September, 2016 as Statutory Auditors for a period of 5 years to hold office until the conclusion of the 10th Annual General Meeting of the Company in calendar year 2021. The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, approval of the Members for the ratification of Auditors appointment is not being sought at the ensuing Annual General Meeting.

Auditors Report:

The Auditors Report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended March 31, 2019. The notes of accounts referred to in the auditors report are self explanatory and therefore do not require any further comments.

II. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi & Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31st March, 2019. Secretarial Audit Report is annexed as "Annexure E" as Form MR-3. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board 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 there under, the company has its proper system of Internal Control and it regularly monitor the safeguarding of its assets, prevention and detection of frauds and errors and accuracy and completeness of accounting records including timely preparation of financial information.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

ENVIRONMENT, HEALTH AND SAFETY:

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

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

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy. During the year, none of the 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 required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

BOARD MEETINGS:

The Board of Directors duly met at regular intervals during the mentioned financial year as per the Act with the gap between two board meetings not exceeding 120 days and in respect of those meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The Company has conducted 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 Independent directors, namely Mr. Tejas Patel, Chairman and Mr. Vimal Patel, member of the Audit Committee and One (1) Promoter and Executive Director, Mr. Rushikesh Bhavsar, member of the Audit Committee who is having financial and accounting knowledge. The Company Secretary of the Company, Mrs. Monali Maheshwari acts as the Secretary to the Audit Committee. The constitution of Audit Committee meets with the requirements under Section 177 of the Companies Act, 2013. The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Companys Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Boards approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

Terms of Reference:

The terms of reference of the Audit Committee include approving and implementing the audit procedures, reviewing financial reporting systems, internal control systems and control procedures and ensuring compliance with the regulatory guidelines under Section 177 of the Companies Act, 2013.

Powers of the Audit Committee:

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

Audit committee meeting:

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

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 of finalizing the remuneration of Executive / Whole Time Directors.

Presently, Mr. Kirit P Patel, Independent Director is Chairman of Nomination and Remuneration Committee and Mr. Vimal B Patel and Mr. Tejas K Patel, Independent directors are members of the Committee. The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee.

The Committee met 2 (Two) times during the year 2018-2019. The dates on which the Nomination and remuneration Committee meetings were held are 14/08/2018 and 22/02/2019. It has 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 Relationship Committee as per Companies act, 2013. Presently, the Stakeholders Relationship Committee comprising of Mr. Vimal B Patel, Chairman of the Committee, Mr. Naranbhai M Bhavsar and Mr. Tejas K Patel, Members of the Committee, inter alia, approve issue of duplicate certificates and oversee and reviews all matters connected with the securities transfers. The Committee also looks into redressal of shareholders complaints like transfer of shares, non-receipts of balance sheet, non-receipt of declared dividends etc. The Committee overseas the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services. The Company has designated the below cited e-mail ID of the Grievance Redressal Division/ Compliance Officer Mrs. Monali Maheshwari exclusively for the purpose of registering complaints by investors. E-mail ID – madeingujarat.cs@gmail.com

None of the request for transfers, dematerialization and re-materialization was pending for approval as on 31st March, 2019. The Committee met 2 (Two) times during the year on 14/08/2018 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 on 15th May, 2018 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole, 2. Evaluation of performance of the Chairman of the Company, taking into account the views other Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board and that is necessary to effectively and reasonably perform its duties. 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 Institute of Chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

MANAGEMENTS 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 & Analysis Statement is attached with this report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited, the shares of the Public Company must be under compulsory Demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) limited and the Demat activation number allotted to the 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, Prohibition and Redressal Act, 2013):

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors further state that no complaints 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 the Directors Responsibility Statement:- a) in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 or loss of the company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

f) The directors had devised proper system to ensure compliance with the provision of 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 or body corporate or has given any guarantees or provide security in connection with loan to any other body corporate or person and acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid up capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more and hence it is outside the 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 own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration Committee. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committees viz. Audit Committee and Nomination & Remuneration Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management. The directors expressed their satisfaction with the evaluation process and outcome. The performance on Non- Independent Director, including Chairman was also evaluated by the Independent Directors 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 identifies, assess, monitor and mitigate various risks on continuation basis, which may threaten the existence 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 financial institutions, Companys bankers and customers, vendors and investors for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year 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 Near Kargil 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