Notes to Accounts of Mega Corporation Ltd.

Mar 31, 2024

v) Provisions, Contingent liabilities and Contingent assets

The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.

A disclosure fora contingent liability is made when there is a possible obligation ora present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

Contingent assets are not recognised in the financial statements; however, they are disclosed where the inflow of economic benefits is probable. When the realization of income is virtually certain, then the related asset is no longer a contingent asset and is recognized as an asset.

w) Current and Non-Current Classification:

The Company presents assets and liabilities in the Balance Sheet based on Current/ Non-Current classification.

An Asset is treated as Current when it is -

- Expected to be realized or intended to be sold or consumed in normal operating cycle;

- Held primarily for the purpose of trading / basic business activity of the company;

- Expected to be realized within twelve months after the reporting period, or

- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-Current.

A Liability is current when -

- It is expected to be settled in normal operating cycle;

- It is held primarily for the purpose of trading / basic business activity of the company;

- It is due to be settled within twelve months after the reporting period, or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The company classifies all other liabilities as non-current.

Deferred Tax Assets and liabilities are classified as non-current assets and liabilities.

35 Disclosure pursuant to Ind AS 107 “ Financial Instruments: Disclosures”: Financial Risk Management

35.1 Interest Rate Risk Management

Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk.

35.2 Counterparty and Concentration of Credit Risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company is exposed to credit risk for receivables, cash and cash equivalents, and short-term investments.

35.3 Liquidity Risk Management

The Company’s Board approved financial risk policies comprise liquidity, currency, interest rate and counterparty risk. The Company does not engage in speculative treasury activity but seeks to manage risk and optimize interest through proven financial instruments.

(a) Liquidity

The Company requires funds both for short-term operational needs as well as for the long-term investment programme mainly in for repayment of loans. The Company generates sufficient cash flows from the current operations which together with the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as well as in the long-term.

The company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening our balance sheet. The maturity profile of the Company’s financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Company.

37 Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so that they can maximise returns for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital structure and minimise cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with others in the industry, the Company monitors its capital using the gearing ratio which is total debt divided by total capital plus total debts.

39 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2024.

40 Aggregate amount of loans or advances in the nature of loans given during the year is Rs.31,61,45,250/-. Percentage thereoff to the total loans granted is 100%.

Aggregate amount of loans granted to Promotoers, related parties as defined in clause (76) of section 2 of the Companies Act, 2013 is Rs. 3,40,00,000.

41 Following disclosures shall be made where loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person that are:

(a) Repayable on demand or

(b) without specifying any terms or period of repayment

42

42.1 (a) That other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) That other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) orentity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

42.2 That the company has not entered into any non-cash transactions with directors or persons connected with him.

43 The company is not required to prepare Consolidate financial statement.

44 That the company has no borrowings from banks or financial institution on the basis of security of current asset.

45 That the company is not declared wilful defaulter by any bank or financial institution or other lender.

46 Details of delay in the payment of Principal or Interest not paid on due date. (As Annexed)

47 That the company has not entered any transaction with the companies struck off under section 248 of Companies Act 2013 or section 560 of the Companies Act 1956.

48 That there is charge or satisfaction which is yet to be registered with ROC beyond the statutory period against the vehicle.

49 The board of Director has decided not to declare dividend in the current year.

50 Title deed of immovable property not held in name of the company:

The company does not possess any immovable property which is not held in the name of the company.

51 Proceeding under Benami transactions (prohibition) act, 1988:

There is no proceedings initiated or is pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

52 Compliance with number of layers of companies:

Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Act, read with Companies (Restriction on number of Layers) Rules, 2017.

53 Compliance with approved Scheme(s) of Arrangements:

The company has not entered into any scheme of arrangement.

54 Re-valuation of property, plant and equipment and intangible assets:

The Company has not revalued any of its Property, Plant and Equipment and Intangible Assets.

55 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

56 Undisclosed income:

That there has been no surrendered or disclosed income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income- tax Act, 1961). Also, previously there was no unrecorded income and related assets in the books of account during the year which have not been properly recorded.

58 Corporate Social Responsibility - That the provision of section 135 of the Companies Act, are not applicable on the company.

59 Events after the reporting period

There have been no events after the reporting date that require disclosure in the financial statements.

60 Previous year ended figures have been regrouped/ rearranged wherever necessary, to conform with the current year.

61 The above financial statements have been reviewed by the audit committee and subsequently approved by the Board of Directors at its meeting held on May 27, 2024.

For A G M S & CO For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No. 021141N

Sd/- Sd/- Sd/- Sd /-

CA Chunni Lai Golchha Surendra Chhalani Kunal Lalani Krashmee Bhartiya

Partner Director & CFO Director Company Secretary

M. No. 080597 DIN: 00002747 DIN: 00002756 (ACS 66667)

UDIN: 24080597BKGWZN8075

Place: Ghaziabad

Date: 27th May 2024

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Mar 31, 2015

1. Corporate Information:

Mega Corporation Limited (the company) is a public limited company domiciled in India and was incorporated under the provisions of the Indian Companies Act, 1956. Its Shares are listed on two Stock Exchanges in India. The Company is a RBI registered NBFC and has been engaged in Finance and Investments Business. The Company is also providing Air Charter Services and presently owns one small passenger aircraft.

2. Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Account (Net of Advances) and not provided for: NIL (Previous Year: NIL).

3. The Board has certified that all the income accrued to the Company has been taken into consideration and belong entirely and exclusively to the business of the Company.

4. In the opinion of Board of Directors the "Current / Non-Current Assets" have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet, except the amount of Insurance Claim Receivable out came of which shall depend on acceptance of claim by the Insurer.

5. Balances of Debtors, Creditors, Loans and Advances and Unsecured Loans are subject to confirmation and reconciliation adjustment, if any.

6. In the absence of receipt of information regarding small scale industrial status from the parties, the details of names of Small Scale Industrial Undertakings to which the company owe any sum together with interest outstanding for more than 30 days could not be ascertained.

7. In pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II, except in case of Commercial Aircraft. Accordingly the unamortised carrying value is being depreciated / amortised over the revised/ remaining useful lives. The written down value of Fixed Assets whose lives have been expired as at 1st April, 2014 have been adjusted up to depreciable value, in the opening balance of Profit and Loss Account amounting to Rs. 28,395/-.

8. Change in Estimation of Residual Value and Life of Tangible Assets:

The Company had revised its estimated residual value and useful life in the case of Commercial Aircraft with effect from first day of the financial year. Due to the change in estimation the depreciation for the year has been lower by Rs. 64,76,620/-.

If there were no change in estimation, then Profit Before Tax, Profit After Tax and Deferred Tax Assets would be Rs. (63,69,575/-), Rs. (39,46,006/-) and Rs. 94,29,615/- respectively in place of 1,07,044/-, 5,29,338/- and 74,28,340/-.

9. Segment Reporting:

Identification of Segments

Primary Segment:

Business Segment: The Company's operating businesses are organised and managed separately according to the nature of operations with each segment representing a strategic business unit that carries out different operations. The Company has two identified segments comprising of Aircraft Charter Services and Finance & Investments.

Secondary Segment:

Geographical Segment: The Company does not have any identified segment on the basis of geographical locations as company's operations are mainly confined to single location.

Unallocable Items

Corporate income, expenses, capital and reserves are considered as part of unallocable items which are not identifiable to any business segment.

Primary Business Segments

Segment Revenues, Results and other information

10. Related Parties Disclosures: Disclosures in respect of Related Parties as defined in Accounting Standard (AS) 18, with whom transactions were carried out in the ordinary course of business during the year as given below:

Related Parties and their Relationship:

a) Subsidiary Company: Mega Airways Limited

b) Directors, Key Management Persons (KMP) and their Relative: Mr. Surendra Chhalani, Mr. H. M. Lalani Mr. Sachin Mehra, Mr. Ajay Chopra, Mrs. Anisha Anand and Mr. Shurab Kumar

c) Other Related Parties where common control exists and with whom the company had transactions during the year: M/s Anand Power Limited, Plasopan Engineers (I) Private Limited, Mega Cabs Private Limited, Crayons Advertising Private Limited, Ganges Radio Taxi Private Limited and Omni Media Communications Private Limited

11. Previous year figures have been regrouped, reworked and reclassified wherever necessary.

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Mar 31, 2014

1. Corporate Information:

Mega Corporation Limited (the company) is a public limited company domiciled in India and was incorporated under the provisions of the Indian Companies Act, 1956. Its Equity Shares are listed on two Stock Exchanges in India. The Company is a RBI registered NBFC and has been engaged in Finance and Investments Business. It is also providing Air Charter Services and presently owns one small passenger aircraft.

2. a) Reconciliation of shares outstanding at beginning and at end of the year

During the current year and in the previous year, there have been no movements in the number of equity shares outstanding.

b) Terms / Rights attached to Equity Shares

The Company has only one class of share having a par value of Rs. 1/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

During the year ended March 31,2014, the Company has not declared any dividend.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion of the number of fully paid equity shares held by shareholders.

3. Contingent Liabilities not provided for:

(Amount in Rs. Lacs)

Particulars As at As at 31-03-2014 31-03-2013

Income Tax Matters* 396.57 396.57

Custom Duty on Import of Commercial Aircraft

(Amount paid under protest Rs. 236.82 Lacs**) 236.82 236.82

*The Company has disputed Income Tax demand of Rs. 396.57 Lacs for the A.Y. 2006-07 made by the Income Tax Department. The Company has deposited a sum of Rs. 263.23 Lacs against the aforesaid demand which has been treated as amount refundable by Income Tax Department. The Company has filed an appeal against above referred demand with appellate authority which is pending for disposal before ITAT, Delhi. The management of the Company has been advised that the order of the assessing officer shall not be tenable before income tax appellate authorities hence there will be no liability towards income tax.

**The Company has deposited a sum of Rs. 236.82 Lacs as additional Custom Duty on Import of Aircraft in F. Y 2007-08. Though the Company had disputed the said demand but had deposited the said amount in F. Y. 2008-09 under protest to safeguard its business interest. The matter is still pending for disposal before the Customs Authorities. The Company has been advised that the contention of the Customs Authorities is not tenable hence there shall be no liability for payment of additional customs duty

4. Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Account (Net of Advances) and not provided for amounts to Rs. NIL ( Previous Year: NIL ).

5. The Board has certified that all the income accrued to the Company has been taken into consideration and belong entirely and exclusively to the business of the Company.

6. In the opinion of Board of Directors the "Current / Non-Current Assets" have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet, except the amount of Insurance Claim Receivable out came of which shall depend on acceptance of claim by the Insurer.

7. Balances of Debtors, Creditors, Loans and Advances and Unsecured Loans are subject to confirmation and reconciliation adjustment, if any.

8. In the absence of receipt of information regarding small scale industrial status from the parties, the details of names of Small Scale Industrial Undertakings to which the company owe any sum together with interest outstanding for more than 30 days could not be ascertained.

9. Segment Reporting:

Identification of Segments

Primary Segment:

Business Segment: The Company''s operating businesses are organised and managed separately according to the nature of operations with each segment representing a strategic business unit that carries out different operations. The Company has two identified segments comprising of Aircraft Charter Services and Finance & Investments.

Secondary Segment:

Geographical Segment: The Company does not have any identified segment on the basis of geographical locations as company''s operations are mainly confined to single location.

Unallocable Items

Corporate income, expenses, capital and reserves are considered as part of unallocable items which are not identifiable to any business segment.

10. Related Parties Disclosures: Disclosures in respect of Related Parties as defined in Accounting Standard (AS) 18, with whom transactions were carried out in the ordinary course of business during the year as given below:

Related Parties and their Relationship:

a) Subsidiary Company: Mega Airways Limited

b) Directors, Key Management Persons (KMP) and their Relative: Mr. Surendra Chhalani, Mr. Sachin Mehra, Mr. Shurab Kumar, Mr. H.M. Lalani and Mr. Ajay Chopra

c) Other Related Parties where common control exists and with whom the company had transactions during the year: Mega Cabs Limited, and Omni Media Communications Private Limited

11. Previous year figures have been regrouped, reworked and reclassified wherever necessary.

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Mar 31, 2013

1. Corporate Information:

Mega Corporation Limited (the company) is a public company domiciled in India and was incorporated under the provisions of the Indian Companies Act, 1956. Its Equity Shares are listed on two Stock Exchanges in India. The Company is a RBI registered NBFC and has been engaged in Finance and Investments Business. It is also providing Air Charter Services and presently owns one small passenger aircraft.

2. Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Account (Net of Advances) and not provided for amounts to Rs. NIL (Previous Year: NIL).

3. The Board has certified that all the income accrued to the company has been taken into consideration and belong entirely and exclusively to the business of the Company.

4. In the opinion of Board of Directors the "Current / Non-Current Assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

5. Balances of Debtors, Creditors, Loans and Advances and Unsecured Loans are subject to confirmation and reconciliation adjustment, if any.

6. In the absence of receipt of information regarding small scale industrial status from the parties, the details of names of small scale industrial undertaking to which the company owe any sum together with interest outstanding for more than 30 days could not be ascertained.

7. Segment Reporting:

Identification of Segments

Primary Segment:

Business Segment: The Company''s operating businesses are organised and managed separately according to the nature of operations with each segment representing a strategic business unit that carries out different operations. The Company has two identified segments comprising of Aircraft Charter Services and Finance & Investments.

Secondary Segment:

Geographical Segment: The Company does not have any identified segment on the basis of geographical locations as company''s operations are mainly confined to single location.

Unallocable Items

Corporate income, expenses, capital and reserves are considered as part of unallocable items which are not identifiable to any business segment.

8. Related Parties Disclosures:

Disclosures in respect of Related Parties as defined in Accounting Standard (AS) 18, with whom transactions were carried out in the ordinary course of business during the year as given below:

Related Parties and their Relationship:

(a) Subsidiary Company: Mega Airways Limited

(b) Directors, Key Management Persons ( KMP )and their Relative:

Mr. Surendra Chhalani, Mr. Sachin Mehra and Mr. Shurab Kumar, Mr. Manish Dhariwal and AVM K.S. Venkataraman (Retd).

(c) Other Related Parties where common control exists and with whom the company had transactions during the year: M/s Mega Cabs Ltd., Ecotec Developers Pvt. Ltd. and Omni Media Communications Pvt. Ltd.

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Mar 31, 2012

1. Corporate Information:

Mega Corporation Limited (the company) is a public company domiciled in India and was incorporated under the provisions of the Indian Companies Act. 1956. Its Equity Shares are listed on two Stock Exchanges in India. The Company is a RBI registered NBFC and has been engaged in Finance and Investments Business. It is also providing Air Charter Services and presently ownsone small passenger aircraft.

a) Reconciliation of shares outstanding at beginning and at end of the year

During the current year and in the previous year, there have been no movements in the number of equity shares outstanding.

b) Terms / Rights attached to Equity Shares

The company has only one class of share having a par value of Rs. 1/ per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

During the year ended March 31,2012, the company has not declared any dividend.

In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the company. after distribution of preferential amounts. The distribution will be in proportion of the number of fully paid equity shares held by shareholders.

b) Nature of Security, Term of repayment:

Secured Loans from banks amounting to Rs. 6,34,672/ (previous year Rs. 49,94,251/ ) are secured by way of hypothecation of Motorhomes. These Loans carries interest @11 % p.a. and is repayable in equal monthly installments.

Secured Loans from N BFCs/Others amounting to Rs. Nil (Previous Year Rs.3,34,361/ ) were secured by way of hypothecation of non commercial vehicles acquired out of loan proceeds received by the company. These Loans carried interest @ 13% to 14% p.a. and were repayable in equal monthly installments.

Unsecured Loans from Corporate Bodies amounting to Rs. 1,82,75,950/ (Previous Year Nil) carries interest @ 12% to 16.2% p.a. and repayable on demand.

Unsecured loans from Mega Cabs Limited, an Associate Company, amounting to Rs. Nil (Previous Year Rs.6,50,00,000/ ) carried interest @ 14% p.a. and was repayable on demand. The company has repaid full amount of above referred loan alongwith due interest in the current financial year.

2. Contingent Liabilities not provided for:

(Amount in Rs. Lacs) Particulars As at 31 03 2012 As at 31 03 2011

Income Tax Matters* 396.57 396.57

Custom Duty on Import of Commercial Aircraft

(Amount paid under protest Rs.236.82 Lacs") 236.82 236.82

Un Expired Bank Guarantees 14.00 14.00

*The Company has disputed Income Tax demand of Rs. 396.57 Lacs for the A Y. 2006 07 made by the Income Tax Department. The company has filed an appeal against above referred demand with appellate authority which is pending for disposal before ITAT, Delhi. The management of the company has been advised that the order of the assessing officer shall not be tenable before income tax appellate authorities hence there will be no liability towards income tax.

"The company has deposited a sum of Rs. 236.82 Lacs as additional Custom Duty on Import of Aircraft in F Y. 2007 08. Though the company had disputed the said demand but had deposited the said amount in F. Y. 2008 09 under protest to safeguard its business Interest. The matter is still pending for disposal before the Customs Authorities. The company has been advised that the contention of the Customs Authorities is not tenable hence there shall be no liability for payment of additional customs duty

3 Employees Benefits;

The liability for Gratuity is provided on the basis of in house calculation made in accordance with the provisions of Payment of Gratuity Act, 1972 at the end of each financial year and charged to the Statement of Profit and Loss.

Retirement benefits in the form of Provident Fund are charged to the Statement of Profit and Loss for the year when the contributions to the respective funds are due.

Leave encashment benefit is accounted for on the basis of valuation made at the end of each financial year by the Company and charged to the Statement of Profit and Loss.

4 Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Account (Net of Advances) and not provided for amounts to Rs. NIL (Previous Year: NIL).

5 In the opinion of Board of Directors the "Current/Non Current Assets" have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

6 Balances of Debtors, Creditors, Loans and Advances and Unsecured Loans are subject to confirmation and reconciliation adjustment, if any.

7 In the absence of receipt of information regarding small scale industrial status from the parties, the details of names of small scale industrial undertaking to which the company owe any sum together with interest outstanding for more than 30 days could not be ascertained.

8 Segment Reporting:

Identification of Segments Primary Segment:

Business Segment: The Company's operating businesses are organised and managed separately according to the nature of operations with each segment representing a strategic business unit that carries out different operations. The Company has two identified segments comprising of Aircraft Charter Services and Finance & Investments.

Secondary Segment:

Geographical Segment: The Company does not have any identified segment on the basis of geographical locations as company's operations are mainly confined to single location.

Unallocable Items

Corporate income, expenses, capital and reserves are considered as part of unallocable items which are not identifiable to any business segment.

9 Related Parties Disclosures:

Disclosures in respect of Related Parties as defined in Accounting Standard (AS) 18, with whom transactions were carried out in the ordinary course of business during the year as given below:

Related Parties and their Relationship: Mega Airways Ltd. (Subsidiary Company).

Directors, Key Management Persons and their Relative: Mr. Surendra Chhalani, Mr. Sachin Mehra, Mr. Manish Dhariwal andAVM K. S. Venkataraman (Retired).

Other Related Parties where common control exists and with whom the company had transactions during the year:

M/s Mega Cabs Ltd., Ecotec Developer Pvt. Ltd., Chandramukhi Goods Pvt. Ltd, and Omni Media Communications Pvt. Ltd.

10 Till the year ended at March 31, 2011 the company was using pre revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its Financial Statements. During the year ended March 31, 2012 the revised Schedule VI notified under the companies Act, 1956 became applicable to the company, for preparation and presentation of its Financial Statements. The company has taken twelve months as its operating cycle. Accordingly, the Company has reclassified / regrouped previous figures to confirm to this year's classification.

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Mar 31, 2010

1. Contingent liabilities not provided for:

Particulars . As at As at 31-03-2010 31-03-2009

a) Income Tax Matters *396.57 Lacs 396.57 Lacs

b) Custom Duty on Import of Commercial Aircraft (Amount paid under protest Rs. 236.82 Lacs**) 236.82 Lacs

c) Un-Expired Bank Guarantees and Letters of Credit NIL 15.00 Lacs

*The Company has been assessed U/S 143(3) for the A.Y. 2006-07 by the Income Tax Department and the assessing officer has made certain additions to the returned income of the assessee resulting in creation of additional demand of Rs. 396.57 Lacs. The company has filed appeal against above referred demand with appellate authority which is pending for disposal. The management of the company has been advised that the order of the assessing officershall not tenable before income tax appellate authorities hence there will be no liability towards income tax.

**The company was issued an enquiry notice by the Superintendent of Customs (Preventive) in F. Y 2008-09 in connection with Custom duty on import of Commercial Aircraft by the Company in the F.Y. 2007-08. During the course of proceedings before above said authority the Company was asked to deposit a sum of Rs. 236.82 Lacs as additional Custom Duty. The company had deposited the said amount in F.Y. 2008-09 under protest to safeguard its interest. The matter is still pending for disposal before the Customs Authorities. The company has been advised that the contention of the Customs Authorities is not tenable hence there shall be no liability for payment of additional customs duty.

2. Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Account (Net of Advances) and not provided for amounts to Rs. NIL(PreviousYear: NIL)

3. Secured Loans:

a) Loans from banks amounting to Rs. 3,79,066/- (Previous Year Rs. 99,98,127/-) and from NBFCs/Others amounting to Rs. 4,29,245/- (Previous Year Rs. 3,34,97,932/-) are secured by way of hypothecation of commercial/non-commercial vehicles acquired out of loan proceeds received by the Company.

b) Term Loan of Rs. 4,66,45,186/- (Previous Year Rs. 5,98,70,786/-) taken from State Bank of India, Nehru Place, New Delhi is secured by way of hypothecation of companys air craft and its present/future accessories, spares & parts, etc purchased out of term loan proceeds. The Term Loan is further secured by way of Equitable Mortgage of properties belonging to a relative of a Director and Associate Company. The said loan is also secured by way of personal guarantee of Mr. Kunal Lalani, Chairman & Managing Director of the Company, Mrs. Vimi Lalani wife of Mr. Kunal Lalani and corporate guarantee of M/s CrayonsAdvertising Limited.

4. In the opinion of Board of Directors the "Current Assets, Loans and Advances" have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

5. During the year the Company has transferred its Radio Taxi Services Division along with all of its assets and liabilities to M/s Mega Cabs Limited on a going concern basis with effect from 01-11-2009 under a Business Transfer Agreement (BTA) at a consideration of Rs. 375 Lacs.

6. Balances of Debtors, Creditors, Loans & Advances and Unsecured Loans are subject to confirmation and reconciliation adjustment, if any.

7. The Board has certified that all the income accrued to the company has been taken into consideration and belong entirely & exclusively to the business of the Company.

8. The total Share Capital of the subsidiary, Mega Holidays Ltd. Rs. 30 Lacs and accumulated losses said subsidiary as at 31-03-2010 is Rs. 29.87 Lacs (Previous Year 29.39 Lacs). The investment made by the Company is strategic in nature and in the opinion of Board of Directors of the Company the subsidiary is expected to make profits going forward. As such, above diminution, in the opinion of management being temporary in the nature does not require to be recognised in the accounts.

9. Loans and Advances in the nature of Loans given to Subsidiaries and Associates etc:

10. In the absence of receipt of information regarding small scale industrial status from the parties, the details of names of small scale industrial undertaking to which the company owe any sum together with interest outstanding for more than 30 days could not be ascertained.

11. Sundry Debtors of the Company includes a sum of Rs. 39,15,778/- (Previous Year Rs. 2,76,945/-) due from Companies in which Directors of the Company/their relatives are interested as Directors. Maximum amount due during the year was Rs. 39,15,778/- (Previous Year Rs. 3,90,396/-)

12. Advertising Expenses includes a sum of Rs. 1,17,013/- (Previous Year Rs. 1,43;695/-) paid to a company in which directors of the Company are interested as Directors.

13. The Companys main business activity during the year was operation of Radio Taxi & Air Charter Services. Owing to the nature of operations of the Company it is not possible to give the quantitative details of safes & services and certain other information which is required under paragraph 3,4C & 4D of part II of Schedule VI to the Companies Act, 1956.

14. Employee Benefits:

The company is in process of adopting AS -15 (Revised) issued by the Institute of Chartered Accountants of India in respect recognition of Retirement Benefits in the Financial Accounts. So far no actuarial valuation has been carried out in respect of Gratuity Liability or liabilities in respect of other retirement benefits payable by the Company therefore any impact thereof on the Profit or Loss of the Company forthe year, ifany, is not quantifiable.

Presently as per the policies of the company the following benefits are being provided to the employees:

Provident Fund - Contributions made by the company are periodically deposited with appropriate authorities and charged to

Profit & Loss Account

Gratuity -Gratuity Liability is provided on the basis of in house calculation made in accordance with the provisions of Payment of Gratuity Act, 1972 at end of each financial year.

Leave Encashment- Provision for Leave Encashment payable to the employees is provided on the basis of in house calculation made by the Company and charged to Profit & Loss Account.

15. SEGMENT REPORTING POLICIES:-

(a) Identification of segments

(i) Primary Segments

Business Segment: The Companys operating businesses are organised and managed separately according to the nature of operations with each segment representing a strategic business unit that carries out different operations. The Company has three identified segments comprising of Radio Taxi Operations, Aircraft Charter Services and Finance & Investments.

(ii) Secondary Segment

Geographical Segment: The Company does not have any identified segment on the basis of geographical locations as companys operations are mainly confined to single location.

(b) Unallocable Items

Corporate income, expenses, capital & reserves are considered as part of unallocable items which are not identifiable to any business segment.

16. Disclosures in respect of Related Parties as defined in Accounting Standard (AS) 18, with whom transactions were carried out in the ordinary course of business during the year as given below:

A. Subsidiary Companies (Direct Holding)

Mega Airways Ltd. and Mega Holidays Ltd.

B. Other Associate Concern where common control exists and with whom the Company had transaction during the year

Crayons Advertising Ltd., Plasopan Engineers (I) Pvt. Ltd., Omni Media Communications Pvt. Ltd, Mega Cabs Ltd., Tabasko Hospitality Pvt. Ltd., Kolkata Call Taxi Pvt. Ltd., Indication Instruments Ltd. and Vimi Investments & Finance Pvt. Ltd.

C. Directors, Key Management Personnel and their relatives

Mr. Kunal Lalani Chairman & Managing Director

Mr. Manish Dhariwal Whole Time Director

Mr. Surendra Chhalani Whole Time Director

Mr. H. M. Lalani, Capt A. K. Soni,

Mr. Sachin Mehra, andAVM K. S. Venkataraman (Retd.) Directors

Mr. T M. Lalani &

Mr. Vishal LalaniRelatives of Directors