Directors Report of Mega Corporation Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 39th Annual Report together with audited accounts for the year ended 31st March 2024. The summarized financial results of the Company are presented hereunder:

FINANCIAL RESULTS

(Amount in Lakhs)

Particulars	Standalone Financials
	2023-24	2022-23
Revenue from Operations	382.70	316.95
Other Income	41.76	0.04
Total Income	424.46	316.99
Total Expenses	370.96	287.28
Profit/(Loss) before exceptional items & tax	53.50	29.71
Exceptional Item	0.00	0.00
Profitf(Loss) before tax	53.50	29.71
Tax Expenses
• Current Year	-	-
• Previous Year	--	--
• MAT Entitlement	--	--
• Deferred Tax	27.56	6.97
Profit /(Loss) for the period	25.94	22.74
Other Comprehensive Income	18.94	2.27
Total comprehensive Income	44.88	25.00
Paid up Equity Share Capital	1000	1000
Earnings Per Share	0.04	0.03

STATE OF COMPANY’S AFFAIRS

The total revenue was registered at Rs. 424.46 Lakhs as against Rs. 316.99 Lakhs in previous year. The Profit for the year was Rs. 53.50 Lakhs and profit after Tax was Rs. 25.94 Lakhs. The Earning per Share (“EPS”) was at Rs.

0.04 for the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2023-24

There were no other material changes and commitment affecting the financial position of company after the close of financial year 2023-24.

DIVIDEND AND RESERVES

During the Reporting Period, the company has earned nominal net profit of Rs. 25.94 Lakhs and the management has decided to reinvest the money for the purpose of expansion and overall growth of the company.

Hence, your management recommends no dividend for the year ended March 31, 2024 and will increase efforts to enhance the profit in coming financial year. Further your Directors do not propose to transfer any amount to the general reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Directors of your Company consists of the following Directors as on 31 st March, 2024:
1.	Mr. Kunal Lalani	-	Executive Director
2.	Mr. Surendra Chhalani	-	Executive Director
3.	Mrs. Anisha Anand	-	Executive Director
4.	Mr. Surendra Kumar Chhajer	-	Non Executive Independent Director
5.	Mr. Surendra Kumar Pagaria	-	Non Executive Independent Director
6.	Mr. Vikram Anand	-	Non Executive Non Independent Director

Pursuant to the provisions of Section 203 of the Act, Your Company also consists of the following Key Managerial Personnel (KMP):

1. Mr. Surendra Chhalani (Chief Financial Officer)

2. Ms. Krashmee Bhartiya (Company Secretary cum Compliance Officer)

A. Change in Board of Directors during the financial year:

Mrs. Abhilasha Lalani (DIN: 08680539), Non-Executive - Non Independent Director has resigned from the position with effect from 30th May, 2023. The Board places on record the valuable services rendered by Mrs. Abhilasha Lalani during her tenure as a Director of the Company and expresses its deep sense of appreciation and gratitude for the same.

Based on the recommendation of the Nomination and Remuneration Committee (“NRC”) the Board of Directors of the Company approved the appointment of Mr. Lokesh Kumar Sethia (DIN: 08075151) as a Non-Executive -Non Independent Director of the Company with effect from 30th May, 2023 as an Additional Director whose term of office was expired on the 38th Annual General Meeting (AGM) and his appointment was regularized subject to approval of members in the 38th Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee (“NRC") the Board of Directors of the Company approved the appointment of Mr. Vikram Anand (DIN: 00407415) as an Non-Executive - Non Independent Director of the Company with effect from 01st February, 2024 as an Additional Director whose term of office will expire on the ensuing Annual General Meeting (AGM) and his appointment is required to be regularized subject to approval of members in the ensuing Annual General Meeting.

Furthermore, Mr. Lokesh Kumar Sethia (DIN: 08075151), Non-Executive - Non Independent Director had resigned from the position with effect from 01st February, 2024. The Board places on record the valuable services rendered by Mr. Lokesh Kumar Sethia during his tenure as a Director of the Company and expresses its deep sense of appreciation and gratitude for the same.

Save and except as stated above, there are no other changes in the Board of Directors during the year under review.

B. Change in Board of Directors after the end of financial year 2023-24:

There have been no changes in Board of Directors after the end of financial year 2023-24.

C. Directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Kunal Lalani (Executive Director) (DIN: 00002756) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr. Kunal Lalani is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the ‘Annexure to the Notice of AGM’ forming part of the Annual Report.

?. Change in KMP during the financial year:

During the period under review there are no changes in the Key Managerial Personnel of the Company. DECLARATION BY THE INDEPENDENT DIRECTORS

All the independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended. They also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD

The Board met Five (5) times during the financial year 2023-24. The meeting details are provided in the Corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee.

All committees comprises of Chairperson as independent directors.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate governance report, which forms part of this Annual Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business. The details of Familiarization Programme arranged for Independent Directors have been disclosed on the website of the Company and are available at the following link:

https://www.meaacorpltd.corn/imaaes/pdf/familiarization policy mega corporation.pdf REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Board’s Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. HUMAN RESOURCES DEVELOPMENT

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth.

Human Resources are the most important asset of any financial services organization. For all key exists the succession plan triggered in and our Company was able to immediately fill all key leadership positions ensuring continuity and stability.

Our Company also actively encouraged cross utilization of resources to avoid the need of hiring from the market and also to nurture multi-tasking skills in employees. This ensured that all employees of our Company were productively employed and also helped our Company save on hiring costs and wherever necessary strengthened its hiring process to ensure economical quality hires.

The Company’s ultimate objective is to create a strong and consistent team of employees wherein each link in the resource chain is as strong as the other. In view of this, various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of sexual harassment, in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the financial year nor were any pending unresolved as on 31st March 2024.

BUSINESS EXCELLENCE AND QUALITY INITIATIVES

“Business Excellence” is an integral part of Business Management and is the application of quality management theory and tools to run our business more efficiently. Business Excellence is the culture of your company, which works as an enabler to our commitment to higher customer satisfaction, increase in stakeholder value & better process management through the never-ending cycle of continuous improvement. Innovation in services and business models is a key agenda of the Management along with a customer-focused culture towards building longterm customer relationships.

SECRETARIAL AUDITORS. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Vikash Gupta & Co., Company Secretaries, New Delhi (holding Certificate of Practice bearing No. 10785), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith marked as “Annexure-A” in ‘Form No. MR-3’ and forms an integral part of this Report. No qualifications, reservations and adverse remarks were contained in the Secretarial Audit Report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Our Company had a subsidiary namely M/s Mega Airways Limited and the same was merged with our company on 09th August, 2019 by the order of hon’ble National Company Law Tribunal of Delhi vide order no. 1257. Further, there was no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of financial statements of the subsidiary company in form AOC - 1 is not required to be attached as the subsidiary company M/s Mega Airways Limited has been merged with our company.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006, that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended from time to time.

Your Company has always believed that a system of strict internal control, including suitable monitoring procedures and transparency, is an important factor in the success and growth of any organization. It also ensures that financial and other records are reliable for preparing financial statements.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements.

Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

INTERNAL AUDIT

Internal Audit for the financial year 2023-24 was conducted by M/s Vikash Gupta & Co. a Company Secretaries, New Delhi. The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations

effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

RISK MANAGEMENT

Risk is an integral part of business and your Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Broad categories of risk faced by the Company are Credit Risk, Market Risk, Operational Risk, Fraud Risk, and Compliance Risk. The risk management policies are well defined for various risk categories supplemented by periodic monitoring by the Board.

Credit Risk: The credit aspects in the Company are primarily covered by the Credit Policy and Delegation of Authority approved by the Board of Directors. The Company measures, monitors and manages credit risks at individual borrower and portfolio level.

Market Risk: Market Risk management is guided by clearly laid down policies, guidelines, processes and systems for the identification, measurement, monitoring and reporting of exposures against various risk limits.

Operational Risk: The Company has put in place a comprehensive system of internal controls, systems and procedures for documenting, assessing and periodic monitoring of various risks and controls linked to various processes across all business lines. The Board on periodic basis identify and mitigate operational risks to minimize the risk and its impact.

Fraud Risk: The Company has adopted a robust Fraud Risk Management framework. It has an effective and very strong fraud risk governance mechanism that encompasses controls covering below objectives:

1. Prevent (reduce the risk of fraud from occurring)

2. Detect (discover fraud when it occurs) and

3. Respond (take corrective action and remedy from the harm caused by fraud).

Compliance Risk: The Company has a robust compliance risk management framework in place guided by a Board which lays down the roles and responsibilities of employees towards ensuring compliance with the applicable laws and regulations as also the role of the Compliance Department in monitoring compliance.

The Company’s governance culture supported by sound risk management is aimed at ensuring it remains resilient during challenging periods and forge a sustainable future for the organization.

ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website and can be accessed at:

https://www. meaacorDltd.com/uDloads/12iune2024/Form%20MGT-7%202023-24. pdf CORPORATE GOVERNANCE

Your Company’s Corporate Governance Practices are a reflection of the value system encompassing culture, policies and relationships with its stakeholders. Integrity and transparency are a key to Corporate Governance Practices to ensure that the Company gain and retain the trust of its stakeholders at all times. Your Company is committed for highest standard of Corporate Governance in adherence of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual report. A ‘Certificate’ from the M/s Vikash Gupta & Co. a Company Secretaries, New Delhi, confirming compliance by the Company of the conditions of Corporate Governance as stipulated in Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed as “Annexure-B” to this Board’s Report.

The details of Executive Director, liable to retire by rotation and seeking re-appointment, are made part in the Annexure to Notice of 39th AGM under Brief Profile of Directors seeking Re-Appointment as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as prescribed under the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of 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 that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same;

(ii) the Directors have 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 as on 31st March, 2024 and of the profits of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its Committees, and of individual Directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05th January, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors held on 01st February, 2024, performance of Non-Independent Directors and the Board as a whole was evaluated.

For Independent Directors, evaluation is carried out based on the criteria viz. the considerations which led to the selection ofthe Directoron the Board and the delivery against the same, contribution made to the Board/Committees, attendance at the Board/Committee Meetings, impact on the performance of the Board/ Committees, instances of sharing best and next practices, engaging with top management team of the Company, participation in Strategy Board Meetings, etc.

One ofthe key functions ofthe Board is to monitor and review the Board evaluation framework. The Board works with the nomination and remuneration committee to lay down the evaluation criteria forthe performance ofthe Chairman, the Board, Board committees, and executive / non-executive / independent directors through evaluation, excluding the director being evaluated. Independent directors have three key roles - governance, control and guidance. Some of the performance indicators, based on which the independent directors are evaluated, include:

• The ability to contribute to and monitor our corporate governance practices.

• The ability to contribute by introducing international best practices to address business challenges and risks.

• Active participation in long-term strategic planning.

• Commitment to the fulfillment of a director’s obligations and fiduciary responsibilities; these include participation in Board and committee meetings.

The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation ofthe Non-Executive Directors and Executive Directors.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings are enriched by such diversity and complementarities. The Board is actively engaged on the key issue concerning strategy, talent, risk and governance. It was also noted that the Committees are functioning well and besides the Committee’s terms of reference as mandated by law, important issues are brought up and discussed in the Committees & Board was updated on the same. The Board also noted that given the changing external environment, more frequent sessions on strategy with emphasis on sustainability may be considered. There are specific areas that have been identified as part of the exercise for the Board to engage itself with and the same will be acted upon.

MANAGEMENTS’ DISCUSSION AND ANALYSIS REPORT

Managements’ Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report, and gives detail of overall industry structure, developments performance and state of affairs of the Company’s operations during the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Being a Non-Banking Financial Company, we are not involved in any industrial or manufacturing activities and therefore, the Company’s activities involve very low energy consumption and have no particulars to report regarding conservation of energy and technology absorption. Flowever, efforts are made to further reduce energy consumption.

There has been no earnings and outgo in foreign exchange during the financial year 2023-24.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as “Annexure-C”.

DEPOSITS

The Company has not accepted any deposits from the public as governed by the provision of section 73 to 76 or any other relevant provision of the Companies Act, 2013 and rules framed their under.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL

During the financial year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals which affect the going concern status of the Company and its operations in future.

STATUTORY AUDITORS AND AUDITOR’S REPORT

On the Recommendation of the Audit Committee, Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s AG MS & Co., Chartered Accountants, Uttar Pradesh (Firm Registration No. 021141N) were appointed as the Statutory Auditor of the Company to hold office for a term of five (5) consecutive years at 36th Annual General Meeting held on 30th September, 2021 till the conclusion of 41st Annual General Meeting at a remuneration as may be decided by the Board of Directors and Audit Committee.

The Report given by the Auditor on the financial statement of the Company is part of this Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

LISTING OF SECURITIES

The Company’s shares are listed on BSE Limited. Your company has paid required listing fees to Stock Exchanges. PARTICULARS OF EMPLOYEES

None of the employees of your company is drawing remuneration exceeding limits laid down under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Details required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of director to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure-D.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time.

POLICY FOR DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31,2024, the Board had six members, consisting of an executive director, a non-executive and non-independent director and two independent directors. One of the directors of the Board is a woman.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at

https://www.meaacorpltd.com/imaaes/Ddf/Policies/NOM I NATION%2QAND%20REMUNERATION%2QPQ LICY.pdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm’s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability.

Transactions entered with related parties, as defined under Section 2(76) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2023-24 were mainly in the ordinary course of business and on an arm’s length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is also obtained for entering into related party transactions by the Company. A quarterly update is also given to the Audit Committee and the Board of Directors on the Related Party Transactions undertaken by the Company for their review and consideration.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure E to this Annual Report.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Company’s website and may be accessed at:

https://www.meaacorpltd.com/imaaes/pdf/related party policy meaa corporation.pdf

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the year ended 31st March, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder are given in the notes to the Financial Statements as on 31st March, 2024.

INDUSTRIAL AND HUMAN RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.

POLICIES & DISCLOSURES

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a “Whistle Blower Policy and Vigil Mechanism” and which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has adopted the Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements. Further, no person has been denied access to the Audit Committee.

The Whistle Blower policy can be accesses on the Company’s Website at the link: https://www.meaacorpltd.com/imaaes/Ddf/whistle blower policv.pdf

CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

The Company reviews the policy on need basis. The Code for Prohibition of Insider Trading is available on the website of the Company at the link:

https://www. meaacorDltd.com/uDloads/22aDril2Q24/Code%20of%20Conduct%20for%20lnsider%20Tradina. pdf

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information through SDD software that could impact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at the link:

https://www.meaacorpltd.com/uploads/22april2024/Code%20of%20Practices%20and%20Procedures%20for%20

Fair%20Disclosure%20of%2QUnpublished%2Q.pdf

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

OTHER DISCLOSURES RELATED TO FINANCIAL YEAR 2023-24

a) Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

b) Your Company has not issued shares with differential rights as to dividend, voting or otherwise.

c) Your company has not made any application nor any proceeding is pending under insolvency and bankruptcy code 2016.

d) Your company has not obtained One time settlement from the Bank or Financial Institution. Therefore, as per rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

e) Neither the Managing Director nor the Whole-time Director(s) of the Company nor CFO of the company receive any remuneration or commission from any of its subsidiary companies.

f) There is no material subsidiary* of company, so no policy on material subsidiary is required to be adopted.

* “Material Subsidiary” shall have the meaning as defined in Regulation 16(1 )(c) of the LODR Regulations, pursuant to which a material subsidiary means a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

g) There is no change in the nature of business of company during the Financial year 2023-24.

h) The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

i) The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principle of any of its debt securities.

j) Disclosures pursuant to RBI Master Directions, unless provided in the Directors’ Report, form part of the notes to the standalone financial statements and Report on Corporate Governance.

GREEN INITIATIVE

Electronic copies of the Annual Report 2023-24 and the Notice of 39th Annual General Meeting are sent to all members whose email addresses are registered with the Company/depository participants(s). For members who have not registered their email addresses, were provided an opportunity to register the same. We strongly promote the purpose and intention behind Green Initiative, and accordingly the required processes and efforts have been made to encourage the shareholders to get their email addresses registered, so that Annual Reports, Notices and all other concerned information can be received by them.

CAUTIONARY STATEMENT:

Statements in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward-looking statements’ within the meaning of applicable laws and regulations. Important developments that could affect the Company’s operations include a downtrend in the financial services industry - global or domestic or both, significant changes in the political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and other factors. Actual results might differ substantially or materially from those expressed or implied.

This report should be read in conjunction with the financial statements included herein and the notes thereto. ACKNOWLEDGEMENTS

Your Directors thank the Company’s stakeholders in large including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company at all levels. Your Company’s consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance and support received from them including officials there at from time to time. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. The Company will make every effort to meet the aspirations of its Shareholders.

For and on behalf of the Board of Directors Mega Corporation Limited

Sd/- Sd/- Sd/-

(Surendra Chhalani) (Kunal Lalani) (Krashmee Bhartiya)

Director and CFO Director Company Secretary

DIN: 00002747 DIN: 00002756 Mem No.: A66667

Place: New Delhi Date: 17.06.2024

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Mar 31, 2015

TO THE MEMBERS OF MEGA CORPORATION LIMITED

The Directors have pleasure in presenting the 30th Board's Report of Mega Corporation Limited ("the Company") for the financial year ended 31st March 2015.

1. FINANCIAL RESULTS

(Rupees in Lakh)

Particulars Standalone

2014-15 2013-14

Income from Operations 130.78 52.99

Other Income 1.39 8.57

Total Income 132.17 61.56

Operating Expenses 59.97 57.56

Depreciation and Amortization 39.42 104.18

Interest 1.01 0.82

Other Expenses 30.70 25.42

Profit/ (Loss) before Tax 1.07 (126.42)

Tax Expenses

- Previous Year 0.02 0.12

- Deferred Tax (4.24) (53.64)

Net Profit/ (Loss) for the Year 5.29 (72.90)

Amount brought forward 1620.80 1693.70

Balance carried to Balance Sheet 1626.09 1620.80

2. DIVIDEND

Due to insufficiency of profits, your Directors are not recommending any dividend.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

4. MATERIAL CHANGES

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company.

5. OPERATING RESULTS AND BUSINESS OPERATIONS

During the year 2014-2015, the Company earned the revenue of Rs 132.17 Lacs as compared to Revenue of Rs. 61.56 Lacs in Financial Year 2013-14. Profit before tax is Rs. 1.07 Lacs as against the Loss of Rs. 126.42 Lacs in the previous financial year.

Mega Corporation Limited is engaged in the business of operating Nationwide Air Charter Services (Non- Scheduled Air Craft). Mega Air Charter provides Safe, secure and comfortable journey with better services as compared to those available on a commercial flight. The said Aircraft has been given on lease to M/s Deccan Charters Private Limited for operation and maintenance, since the Directors thought it to be more beneficial and in the best interests of the Company.

6. HUMAN RESOURCES DEVELOPMENT

Your Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. The Company's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workforce policies and benefits have addressed stress management, promoted work life balance.

At present, there are two regular employees in your Company.

7. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As there are only two regular employees in your Company, comprising of one male and female, the requirement of formation of committee and policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not there.

8. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth. Innovation in services and business models is a key agenda of the Management along with a customer-focused culture towards building long-term customer relationships.

9. SUBSIDIARY COMPANY

Your Company has a subsidiary namely Mega Airways Limited. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiary. The said subsidiary is not a material subsidiary

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of this report.

10. AMALGAMATION

At the respective meetings held on 20th April, 2015, the Board of Directors of the Company and of its subsidiary company- Mega Airways Limited (MAL), have approved a scheme of amalgamation ("Scheme") between your Company, MAL and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956. Your Company has applied to the Reserve Bank of India and the BSE for obtaining No Objection Certificate from the respective authorities. The appointed date of the proposed scheme is 1 April, 2015.

11. CORPORATE GOVERNANCE REPORT

As per Clause 49 of the listing agreement entered into with the BSE, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis report are given in a separate section in this Annual Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

ii. they have 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 the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. AUDITORS AND SECRETARIAL AUDITORS REPORT

There is no disqualification, reservation or adverse remark in the report of Auditors and Secretarial Auditors. The Secretarial Audit Report for financial year ended March 31, 2015 is annexed to this report as Annexure - D.

14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURES

Your Directors are of the opinion that particulars with respect to conservation of Energy and technology Absorption as per Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the company and hence are not required to be given.

The Company neither has any manufacturing unit nor any other activity where high levels of energy are used. The only usage of energy by the Company is in its office, where efforts are always made to save energy.

The Foreign exchange earnings during the year was Nil (Previous Year Nil) and outflow during the year was Rs. 63,586/- (Previous year Rs. 69,99,891/-).

15. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

The evaluation involves Self- Evaluation by the Board Member(s) and subsequent assessment by the Board of Directors. A member of the Board does not participate in discussion of his/her evaluation. The performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows –

Performance evaluation of Directors:

- Attendance at Board or Committee meetings.

- Contribution at Board or Committee meetings.

- Guidance/ support to management outside Board/ Committee meetings. Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities.

- Board culture and dynamics.

- Quality of relationship between Board and management.

- Efficacy of communication with external stakeholders.

16. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

17. DIRECTORS

Mr. Surendra Chhalani was also appointed as CFO w.e.f. 30 May, 2014 in accordance with the provisions of the Act.

Mrs. Anisha Anand was appointed as an Additional Director w.e.f. 23 June, 2014, based on the recommendation of Nomination and Remuneration Committee made at its meeting held on 16th June, 2014 and regularized by the Shareholders at the Annual General Meeting of the Company held on 30.09.2014.

Mr. Shurab Kumar has been redesignated as Whole- Time Director of the Company w.e.f. 20th April, 2015.

Mr. Hulas Mal Lalani, Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval.

18. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, your Company has following Key Managerial Personnel(s):

- Mr. Shurab Kumar- Whole-Time Director;

- Mr. Surendra Chhalani- Chief Financial Officer;

- Ms. Urvashi Aggarwal- Company Secretary.

19. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Sipani & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 29th Annual General Meeting (AGM) of the Company till the conclusion of the 32nd AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

20. PARTICULARS OF EMPLOYEES

None of the employees of your company is drawing remuneration exceeding limits laid down under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the information required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure- F and forms part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company, at present, does not fall in any of the criteria(s) as provided under Section 135 of the Companies Act, 2013 and the rules framed thereunder.

22. MEETINGS OF THE BOARD OF DIRECTORS

During the year 2014-15, 09 (Nine) meetings of the Board of Directors were held as follows:

1. 30 May 2014,

2. 23 June 2014,

3. 14 August 2014,

4. 4 September 2014,

5. 30 September 2014,

6. 10 November 2014,

7. 1 December 2014,

8. 12 February 2015, and

9. 31 March, 2015.

The maximum time gap between any two consecutive meetings did not exceed 120 days. Details of the Board Meeting are provided in the Report on Corporate Governance, which forms a part of this Report.

23. COMPOSITION OF COMMITTEES

a) Audit Committee

The Audit Committee of your Company consists of Mr. Sachin Mehra as Chairman and Mr. Ajay Chopra and Mr. Surendra Chhalani as members of the Committee. Further, all recommendations made by Audit Committee were accepted by the Board of Directors.

b) Nomination And Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Sachin Mehra, Mr. Ajay Chopra and Mr. Surendra Chhalani.

Further, all recommendations made by Nomination and Remuneration Committee were accepted by the Board of Directors.

c) Stakeholder Relationship Committee

Stakeholders Relationship Committee comprises of Mr. Sachin Mehra as Chairman with Mr. Ajay Chopra and Mr. Surendra Chhalani as members of the Committee.

The Committee is set up to monitor the process of share transfer, issue of fresh Share Certificates as well as review of redressal of investors/shareholders grievances.

24. POLICY FOR DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualification, positive attributes, independence of Director and other matters provided under sub-section 3 of section 178 of the Companies Act, 2013,adopted by the Board is annexed to this report as Annexure C.

25. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party Transactions are presented to the Audit committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions was presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not made any investment and has not given any guarantee under Sec 186 of the Companies Act, 2013. Details of loans covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

27. PAYMENT OF LISTING FEES

Your Company has paid Listing fees for the Financial year 2015-16 to the BSE.

28. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in the prescribed Form MGT-9, is appended as Annexure- E to this Board's Report.

29. RISK MANAGEMENT POLICY

Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity's objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the Company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

30. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

31. VIGIL MECHANISM

Your Company has established 'Vigil Mechanism' for directors and employees to report concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguard against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

32. INTERNAL FINANCIAL CONTROLS

Your Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly.

33. SIGNIFICANT AND MATERIAL ORDERS

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

34. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during theyear. The Directors would also like to thank the employees, shareholders, customers, suppliers, bankers and regulatory and government authorities for the continued support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board of Directors

Sd/-

(Surendra Chhalani)

Director and CFO

DIN: 00002747

House No. 246, Sector 31, Faridabad- 121003

Place: New Delhi

Date: 29.05.2015

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Mar 31, 2014

Dear Members,

The Director''s have pleasure in presenting the Twenty- Ninth Annual Report with Audited Statement of Accounts of the Company for the financial year ended 31st March, 2014. Key financial results are as under:

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Income from operation 52.99 155.83

Other Income 8.57 70.15

Total Income 61.56 225.98

Profit (Loss) before Interest & Depreciation (21.47) 12.26

Less: Interest (0.77) (22.06)

Depreciation (104.18) (135.99)

Profit (Loss) before Taxation (126.42) (145.79)

Less: Provision for Taxation (0.12) -

Deferred Tax 53.64 67.89

Profit after Tax (72.90) (77.90)

Add: Extra Ordinary items - -

Add: Amount brought forward 1693.70 1771.60

Balance carried forward to balance sheet 1620.80 1693.70

DIVIDEND

Due to loss, no dividend is proposed by your Directors for the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

MATERIAL CHANGES

There is no material change between the date of the Balance Sheet and the date of this report affecting the affairs of the Company.

OPERATIONS AND FUTURE PROSPECTS

During the year 2013-2014 the Company earned the revenue of Rs 61.56 Lacs as compared to Revenue of Rs. 225.98 Lacs in Financial Year 2012-13. Loss before Interest, Depreciation, tax and Exceptional items is Rs. 21.47 Lacs as against the profit of Rs. 12.26 Lacs in the previous Financial year.

Mega Corporation Limited is engaged in the business of operating Nationwide Air Chartered Services (Non-Schedule Air Craft). Mega Air Chartered provides Safe, secure, comfortable and confidential Journey, with services similar to those available on a commercial flight, but with better flight services. The exclusive air charter service is available 24 hours a day and 7 days a week ready to fly anywhere across the whole nation. With an appealing combination of convenience and cost-efficiency, Mega Air Chartered provides the highest quality of customer service which is personalised and ensures complete safety. It offers the perfect air travelling experience with efficient business and private air charter services in and out of India.

SUBSIDIARIES

The Audited statement of Accounts along with Directors'' Report for the year ended 31st March 2014 of M/s Mega Airways Ltd, as well as the extent of holding therein are annexed to this Account pursuant to Section 212 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchange, Management Discussion and Analysis Report and Corporate Governance Report together with Auditors Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sachin Mehra and Mr. Shurab Kumar, Directors of the company retire by rotation and being eligible, offer themselves for reappointment. Your directors recommend their reappointment. Brief resumes of the Directors offering themselves for re-appointment are furnished herewith.

AUDIT COMMITTEE

The audit committee has met & reviewed the financial statements for the financial year ended 31.03.2014 and has not given any adverse observations. It has also recommended the re-appointment of M/s Sipani & Associates, Chartered Accountants, as statutory auditors of the Company for the next term.

AUDITORS

M/s Sipani & Associates, Chartered Accountants, Statutory Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956. The Board recommends their re- appointment.

AUDITORS'' REPORT

The auditors have not given any observation in their report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURES:

Your Directors are of the opinion that particulars with respect to conservation of Energy and technology Absorption as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors'') Rules, 1988 are not relevant in view of the nature of business activities of the company and hence are not required to be given.

The Foreign exchange earning during the year was Nil (Previous Year Nil) and outflow during the year was Rs. 69,99,891/- (Previous year Rs. 84,523/-).

LISTING

Presently the Company''s equity shares are listed on the following Stock Exchanges:

1. Delhi Stock Exchange Ltd. (DSE) and

2. Bombay Stock Exchange Ltd. (BSE)

Listing fee has been paid to Bombay Stock Exchange Ltd. (BSE)

PARTICULARS OF EMPLOYEES

None of the employees of your company is drawing remuneration exceeding limits laid down under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirms that:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

b) 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 the affairs of the Company at the end of the Financial year and of the Profit of the Company for that period.

c) That the directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

ACKNOWLEDGEMENTS

Your directors place on record their thanks for the dedicated services rendered by all the employees in its offices and also acknowledge the co-operation, assistance and support extended by the company''s banker, financial institutions, customers, suppliers, regulatory & government authorities.

Your directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of Board of Directors

Sd/- (Surendra Chhalani) Place: New Delhi Director and CFO Date: 30.05.2014 DIN: 00002747

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty-Fifth Annual Report with Audited Statement of Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. In lacs)

Income from Operation 955.93 1189.69

Other Income 4.94 69.17

Total Income 960.87 1358.86 Profit before Interests Depreciation 340.03 612.34

Less: Interest 104.93 128.92

Depreciation 272.57 345.89

Profit before Taxation (37.47) 137.53

Less: Provision for Taxation 1.70 3.29

Deferred Tax (16.07) 33.49

Profit after Tax (23.10) 100.75

Less: Extra Ordinary items:-

Loss on sale of Radio Taxi Business (248.41) -

Add: Amount brought forward From previous year 2327.99 2227.24

Balance carried forward to balance sheet 2056.48 2327.99

Due to loss, no dividend is proposed by your Directors.

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

There is no material change between the date of the Balance Sheet and the date of this report affecting the affairs of the Company.

During the year 2009-10 the Company earned the revenue of Rs. 960.87 Lacs as compared to Revenue of Rs. 1358.86 Lacs in Financial Year 2008-09. Profit before Interest, Depreciation, tax and Exceptional items is Rs. 340.03 Lacs as against Rs. 612.34 Lacs in the previous financial year.

During the year under review, Company has transferred its Radio Taxi Division to its Associate Company through Slump Sale as it intends to specialize and concentrate in the development of its core business activity i.e. Finance and Investment Business.

Diversion of such business activities into separate Company would enable the Company to carry on its core business activity more competitively.

The Audited statement of Accounts along with Directors Report for the year ended 31st March 2010 of M/s Mega Airways Ltd. and M/s Mega Holidays Ltd., as well as the extent of holdings therein are annexed to this Account pursuant to Section 212 of the Companies Act, 1956.

As per Clause 49 of the Listing Agreement with Stock Exchange, Management Discussion and Analysis Report and Corporate Governance Report together with Auditors Certificate regarding Compliance of the SEBI Code of Corporate Governance is annexed herewith.

Mr. Ajay Chopra, Mr. Anil Kumar Soni and Mr. Himanshu R Mehta were appointed as an Additional Directors of the company and would cease to hold office at the ensuing Annual General Meeting. The Company having received notice under section 257 of the Companies Act, 1956 from some members along with the requisite deposit, signifying their intention to propose them as Directors of the Company.

Mr. Kunal Lalani resigned from the post of Managing Director w.e.f. 31st December 2009 and also resigned from the post of Directorship as well as from the post of Chairman on 15th June 2010. The Board placed on record his deep appreciation of the services rendered by Mr. Kunal Lalani during his tenure of office.

Mr. Manish Dhariwal resigned from the post of Whole Time Director on 28th February 2010 but continue to be the Director of the Company.

The Board of Directors has appointed Mr. Himanshu R Mehta as the Whole Time Director of the Company on 15th June 2010 for a period of three years w.e.f. 15th June 2010 subject to the shareholders approval at the ensuing AGM.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Manish Dhariwal and Mr. H. M. Lalani, Directors of the company retire by rotation and being eligible, offer themselves for reappointment. Your directors recommend their reappointment. Brief resumes of the Directors offering themselves for re-appointment are furnished in the Corporate Governance Report.

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recommended the re-appointment of M/s Sipani & Associates, Chartered Accountants, as statutory auditors of the Company.

M/s Sipani & Associates, Chartered Accountants, Statutory Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

The auditors have not given any adverse observation in their report.

Your Directors are of the opinion that particulars with respect to conservation of Energy and technology Absorption as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the company and hence are not required to be given.

The Foreign exchange earning during the year is Rs. 2,57,376/- (Previous Year Nil) and outflow during the year was Rs. 88,55,124/- (Previous year Rs. 40,64,288/-).

Presently the Companys equity shares are listed on the following Stock Exchanges. Delhi Stock Exchange Ltd. and Bombay Stock Exchange Ltd. (BSE)

Listing fee has been paid to Bombay Stock Exchange Ltd. (BSE)

None of the employees of your company is drawing remuneration exceeding limits laid down under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

As required under section 217(2AA) pursuant to the Companies (Amendment) Act, 2000, the Board of Directors confirms:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

b) 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 the affairs of the Company at the end of the Financial year and of the Profit of the Company for that period.

c) That the directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

Your directors place on record their thanks for the dedicated services rendered by all the employees in its offices and also acknowledge the co-operation, assistance and support extended by the companys banker, financial institutions, customers, suppliers, regulatory & government authorities.

Your directors value your involvement as shareholders and look forward to your continuing support.

For and on behalf of Board of Directors

Place: New Delhi (SURENDRA CHHALANI)

Date: 30-06-2010 Whole Time Director