Directors Report of Mega Fin (India) Ltd.

Mar 31, 2024

Your Directors are hereby present their 42^nd Annual Report together with the Audited
Accounts for the financial year ended 31^st March, 2024.

1. Standalone Financial Performance:

(Amt in INR''000)

Particulars	As on Ended 31.03.2024 (Rs.)	Year Ended 31.03.2023 (Rs.)
Income	2,743.91	2,668.37
Expenditure	849.07	1,151.38
Profit/(Loss) Before Depreciation and Tax	1,894.84	1,516.99
Profit/(Loss) Before Tax and Exceptional Items	1,894.84	1,516.99
Exceptional Items (Net)	Nil	Nil
Prior period Items (Net)	Nil	Nil
Profit/(Loss) After Tax	1,268.76	1,516.99

a. Results of operations:

During the year under review your Company has reported a total income of ?2743.91 as
compared to ?2668.37 for the previous year. Further, your Company has reported profit
of ? 1268.76 as compared to of ? 1516.99 in previous year.

b. Dividend:

The Directors does not recommend dividend for the financial year ended 31st March,
2024.

c. Particulars of loans, guarantees or investments by company:

Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to Financial Statements under
thisreport.

d. Fixed Deposits:

The Company has not accepted any deposits, within the meaning of section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of deposits) Rules, 2014.

e. Particulars of Contracts or arrangements made with related party (ies):

All transactions entered with Related Parties for the year under review were on arm’s
length basis and in the ordinary course of business and that the provisions of sections 188
of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not
required. Further, there are no material related party transactions during the year under
review with Promoters, Directors or Key Managerial Personnel. The Company has
developed a Related Party Transactions framework through Standards Operating
Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also before the
Board for approval. Omnibus approval was obtained on a quarterly basis for transactions
which are of repetitive nature. Transactions entered into pursuant to omnibus approval
are audited and a statement giving details of all Related Party Transactions are placed
before the Audit Committee and Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has
been uploaded on the website of the Company. The web link of the same has been
provided in the Corporate Governance Report. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company.

f. Material changes and commitment, if any, affecting the financial
position of the company occurred between the end of the financial year
to which these financial statements relate and the date of the report.

There is No material changes and commitments affecting the financial position of the
Company occurred between the ends of the financial year to which these financial
statements relate on the date of this report.

g. Share Capital

The paid- up equity share capital of the Company as at March 31, 2024 stood at Rs.
81,75,500/- (Rupees Eighty-one lakhs Seventy-five Thousand Five Hundred only).

2. Business and future outlook:

a. Business

Mega Fin (India) Limited (MFIL) is a part of the India’s private sector financial services
companies, the Shares of the Company are listed on Bombay Stock Exchange (BSE).The
Company is a core investment Company & has interests in financing and advancing
short term and long term loans and credits to individuals, companies or association of
individuals by whatever name called; merchant banking; commercial financing; stock
broking; other activities in financial services.

b. Subsidiaries and Associates

Your Company does not have any Subsidiary Company or Associate Company as on
31stMarch, 2024.

c. Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values
aimed at enhancing an organization’s brand and reputation. This is ensured by taking
ethical business decisions and conducting business with a firm commitment to values,
while meeting stakeholders’ expectations. The Company has been following the
principles of good Corporate Governance over the years and lays strong emphasis on
transparency, accountability and integrity. SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 entered into with BSE, a separate section on Corporate
Governance forms part of this Annual Report.

d. Number of meetings of the Board

During the year five Meetings were held. The details of the meetings of the Board held
during the financial year 2023-24 forms part of the Corporate Governance Report. The
intervening gap between any two meetings did not exceed 120 days as prescribed by
Regulation 17 of the SEBI (Lis ting Obligations and Disclosure Requirements)
Regulations,2015 and the Companies Act, 2013.

e. Committees of the Board

Currently the Board have 4 Committees namely Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Committee of
Directors, A detailed note on Board and its committees is provided under the corporate
governance section to this annual report.

f. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its
success. We believe that a truly diverse board will leverage difference in thought,
perspectives, knowledge, skill, regional and industry experience, cultural and
geographical background. The Board has adopted the Policy on Board Diversity which
sets out the approach to diversity of the Board of Directors and the same is available on
our website www.megafin.in.

g. Remuneration and Nomination Policy

The Board of Directors of the Company has an optimum combination of Promoter
Director and Non-Executive Independent Directors, who have knowledge of the
business

and industry. The composition of the Board is in conformity the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges and
Companies Act, 2013.

The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Policy Personnel and Senior Management of
the Company. This Policy also lays down criteria for selection and appointment of
Board Members.

h. Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Board evaluation

The Board has carried out an annual evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committees, in the manner as
enumerated in the Nomination and Remuneration Policy, in accordance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, mandates that the Board shall monitor and review the
Board evaluation framework. A structured questionnaire was prepared after taking into
consideration of the various aspects of the Board’s functioning, composition of the Board
and its Committees, culture, execution and performance of specific Duties, obligations
and governance.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by
the Board of its own performance and that of its committees and individual directors.
Schedule IV of the Companies Act, 2013 states that the performance evaluation of
Independent Directors shall be done by the entire Board of Directors, excluding the
director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on
the criteria and framework adopted by the Board. The performance evaluation of the
Chairman and the non-independent Director(s) was carried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Your Directors express their satisfaction with the evaluation process and inform that the
performance of the Board as a whole, its Committees and its member individually were
adjudged satisfactory. A detailed policy on board evaluation has been adopted by the
Company which is also available on the website of the Company i.e. www.megafin.in.

j. Programmes for familiarisation of Independent Directors

The details of programmes for familiarisation of Independent Directors with the
Company, nature of the Industry in which the Company operates, business model of the
Company and related matters are put up on the website of the Company at
www.megafin.in.

3. Board of directors & Key Managerial Personnel:

a. Board of directors

During the year under review, in addition to two Executive Director viz. Mr. Ajay Mittal
and Mrs. Shweta Phanse, the Company’s Board consists of the following Non-executive
Independent Directors:

1. Mrs. Hema Shah

2. Mrs. Archana Maheshwari

No directors received any remuneration or sitting fees from any of the subsidiaries of the
Company during FY 2023-24. The Directors have further confirmed that they are not
debarred from holding the office of director under any SEBI order or under the order of
any authority.

b. Key Managerial Personnel (KMP)

During the year under review, the Company’s KMP consists of the following:

Sr No.	Designation	Name of Persons
1	Chief Executive Officer	Mr. Mahesh Mhatre Gajanan
2	Chief Financial Officer	Mrs. Sonal Gupta
*3	Company Secretary	Ms. Pranjal Mahapure
**4	Company Secretary	Ms. Pooja Agarwal

*Ms. Mamta Saini resigned w.e.f. 15^th May 2023
**Ms. Pranjal Mahapure appointed w.e.f. 1^st April 2024

c. Appointment

During the year, no appointment had happened of any Director.

d. Resignation

During the year, no appointment had happened of any Director.

e. Re-appointment.

safeguarding the assets of the company and for preventing and detecting fraud and
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the
Company’s Articles of Association, Mrs. Shweta Phanse- Director will retire by rotation
and being eligible, offer herself for re-appointment at the ensuing Annual General
Meeting.

Brief details of the Director proposed to be appointed / Re - appointed as required under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in
the notice of the Annual General Meeting and forms an integral part of this Annual
Report.

4. Disclosures related to board, committees, and policies:

a. Committees of the board:

As on the date of this report the Board has three Committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided in the Corporate
GovernanceReport which forms part of this Annual Report.

b. Board diversity:

The Company recognizes and embraces the importance of a diverse board in its
success. We believe that a truly diverse board will leverage differences in thought,
perspectives, knowledge, skill, regional and industry experience, cultural and
geographical background. The Board has adopted the Policy on Board Diversity which
sets out the approach to diversity of the Board of Directors and the same is available on
our website at www.megafin.in.

5. 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 statement in terms of Section
134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the
applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

b) 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 loss of the company for the year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate

safeguarding the assets of the company and for preventing and detecting fraud and
accounting records in accordance with the provisions of the Companies Act, 2013
for

other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

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

6. Audit and Auditors’
a. Statutory Auditors’

M/s. Maheshwari & Co, Chartered Accountants having Firm Registration No. 105834W
Mumbai, Statutory Auditors of the Company, was appointed as Statutory Auditors of the
Company on 30th September 2022, for a period of three year from the conclusion of 40th
Annual General Meeting till the conclusion of 43rd Annual General Meeting to be held
in the year 2024. The requirement of Annual ratification of Auditors’ appointment at the
AGM has been omitted pursuant to the Companies Amendment Act, 2017 notified on
May 7, 2018.

The reports of the Statutory Auditors, M/s. Maheshwari & Co, Chartered Accountants
on the standalone financial statements of the Company for the year ended 31^st March
2024 form part of Annual Report. The Notes to the financial statements referred to in
the Auditors’ Report are self-explanatory and appropriately explain or deal with
Auditors’ observations.

The Company is taking reasonable steps to improve the financial stability of the
Company and to continue as Non-Banking Financial Company

b. Secretarial

Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Company has appointed M/s. Sejal Sonu & Associates., Practising
Company Secretaries to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report for the financial year ended March 31, 2024 along with Annual
Secretarial Compliance Report are annexed herewith and marked as Annexure-I and
Annexure- II to this Report and the said Reports are self-explanatory and appropriately
explain or deal with Auditors’ observations.

Annual Secretarial Standards Compliance During the year under review, the Company
has complied with all the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central Government pursuant to
Section 118 of the Companies Act, 2013.

c. Internal audit and control:

The Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened. The Company’s internal control system is
commensurate with its size, scale and complexities of its operations. The main thrust of
internal audit is to test and review controls, appraisal of risks and business processes,
besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen.
The Company has a robust Management Information System, which is an integral part
ofthe control mechanism.

d. Fraud reporting:

During the year under review, there were no instances of fraud falling within the purview
of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or
employees reported by the Statutory Auditors of the Company during the course of the
audit conducted.

e. Cost Auditor:

During the year, maintenance of cost record as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, was not applicable to
the company.

f. Significant and material orders passed by the regulators or courts.

There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.

g. Extract of annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act,2013, the
Annual Return as on March 31, 2024 is available in prescribed format on the Company’s
website on www.megafin.in.

h. Corporate Social Responsibility

Your Company sincerely believes that growth needs to be sustainable in a socially
relevant manner. Today''s business environment especially in India therefore demands
that corporates play a pivotal role in shouldering social responsibility. Your Company is
committed to its endeavour in social responsibilities for benefit of the community.

i. Human Resources

The Company takes pride in the commitment, competence and dedication in all areas of
business. Objective appraisal systems based on Key Result Areas (KRAs) are in place for
senior management staff. The Company is committed to nurturing, enhancing and
retaining top talent through superior Learning and Organizational Development.

Further statutory disclosures w.r.t. Human Resources are as under:

i. ) As required by the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, the Company has formulated and implemented
a policy on Sexual Harassment (Wiz as updated on the website of the Company
http://megafinindia.com/) at workplace with a mechanism of lodging complaints. Its
redressal is placed on the internet for the benefit of its employees. During the year
under review, no complaints were reported to the Board.

ii. ) None of the Managerial personnel is being paid any remuneration and hence the

information required under Section 197(12) of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
not relevant.

None of the employees listed is a relative of any director of the Company. None of the
employees hold (by himself or along with his spouse and dependent children) more than
two percent of the equity shares of the Company.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated
under Companies Act, 2013, forms part of Annual Report.

8. Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy
in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower
Policy may be accessed on the Company’s website i.e. www.megafin.in.

9. Risk Management

Your Company is well aware of risks associated with its business operations and various
projects under execution. Comprehensively risk management system is being put in place
involving classification of risk, adoption of risk mitigation measures and a strong
mechanism to deal with potential risks and situation leading to rise of risks in an effective
manner.

Senior Professionals conversant with risk management systems have been entrusted with
the said task with a brief to implement the risk management.

10. Health, Safety and Environment:

As a responsible corporate citizen, your Company lays considerable emphasis on health,
safety aspects of its human capital, operations and overall working conditions. Thus,
being constantly aware of its obligation towards maintaining and improving the
environment, all possible steps are being taken to meet the toughest environmental
standards on pollution, effluents, etc. across various spheres of its business activities

11. Conservation of energy, technology absorption, foreign exchange earnings
and outgo

Details of energy conservation and research and development activities undertaken by
the Company along with the information in accordance with the provisions of Section 134
of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 to the
extent applicable to the Company, are given in “Annexure-III”.

12. Particulars of employees and remuneration:

Disclosure pertaining to the remuneration and other details as required under Section 197
(12) of the Act, and the Rules framed thereunder and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as
Annexure - ‘IV’ to the Board’s Report and forms part of this Annual Report.

However, in terms of Section 136 of the Companies Act 2013, the Annual Reports are
being sent to the Members and others entitled thereto, excluding such information. The
said information is available for inspection at the registered office of the Company during
working hours. If any Member is interested in obtaining a copy thereof, such Member
may write to the Company in this regard.

13. Statutory Information

The Business Responsibility Reporting as required by SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is not applicable
to your Company for the financial year ended March 31, 2024.

14. Listing:

At present the Company''s Equity Shares are listed at BSE Limited and the Company will
pay Listing Fees to the BSE Limited for the year 2024-2025.

15. Appreciation

Your directors would like to thank and place on record their appreciation for the sustained
support and co-operation provided by its Members, Group entities and in particular, their
employees, regulatory authorities, suppliers, customers, its banks, financial institutions
and other stakeholders. Your directors would also like to place on record its sincere
appreciation for the efforts put in by employees of the Company whose efforts, hard work
and dedication has enabled the Company to achieve all recognitions during the year.

For and on behalf of the Board of Directors of
MEGA FIN (INDIA)
LIMITED

Place: Mumbai Hema Shah Archana Maheshwari

Dated: 24^th July, 2024 Director Director

DIN: 09180967 DIN: 09180967

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Mar 31, 2012

To The Members Mega Fin (India) Limited

The Directors present the 30th Annual Report of the Company together with Audited Statements of Accounts for the year ended 31s' March, 2012.

1. FINANCIAL RESULTS (Amt in Rs.) Particulars Year ended Year ended 31.03.2012 31.03.2011

Gross Income 91,756 125,773

Expenses 177,936 157,231

Profit/ (Loss) Before Depreciation (86,181) (31,458)

Depreciation Nil Nil

Profit/ (Loss) Before Tax (86,181) (31,458)

Provision for Tax Nil Nil

Profit/ (Loss) After Tax (86,181) (31,458)

Add: loss Brought forwarded from previous year (56,726,810) (56,696,352)

Balance Carried to Balance Sheet (56,812,991) (56,726,810)

2. WORKING RESULTS

The Company earned a gross income of Rs. 91,756/- during the year. The net loss amounted to Rs. 86,181/- which has been carried to Balance Sheet. Recoveries of dues and stabilization of operations remain focus areas of your company.

3. DIVIDEND

The Directors of your Company do not recommend any dividend for the year ended 31st March 2012 in view of the loss.

4. PUBLIC DEPOSITS

Your Company did not accept any public deposits during the year under review.

5. SUBSIDIARY COMPANY

The Annual Accounts of Mega Capital Broking Private Limited as on 31st March, 2012, a subsidiary of your Company as well as a statement under Section 212 of the Companies Act, 1956 is attached widi this report.

6. DIRECTORS

Mr. Sanjay Mittal retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment and your Board recommends his re-appointment

Mr. Nirin Adarkar was appointed as Additional Director in the Company on 3ld October, 2011 to hold office upto the date of ensuing Annual General Meeting of the Company and being eligible, offers himself for appointment as Director on the Board of the Company. The Board recommends his appointment.

7. DELISTING FROM AHMEDABAD STOCK EXCHANGE

Your company has delisted its equity shares from Ahmedabad Stock Exchange (ASE) in pursuance of voluntary delisting application made by the Company.

8. REPORT ON CORPORATE GOVERNANCE

A Report on Corporate Governance is included as a part of the Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Provisions of Section 217(2 A A) of the Companies Act, 1956, your Directors confirm that;

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) 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 at 31st March, 2012 and of the loss of the Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure pursuant to Section 217(1) (e) of die Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology absorption is not applicable to your Company. There neither were any earnings nor outgo of Foreign Exchange.

11. PARTICULARS OF EMPLOYEES:

There was no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

12. AUDITORS

M/s. S. K. Sheth & Co., Chartered Accountants, the retiring auditors are eligible for re- appointment. The observations of the Auditors on the Accounts need no further explanation as the same have been appropriately dealt with in the notes to accounts which are self explanatory.

13. ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation of the continued support of its Shareholders, Bankers and Government Authorities.

For and on behalf of the Board

Sd/- Ajay S Mittal Chairman

Place: Mumbai

Dated: 6th August, 2012

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Mar 31, 2011

The Directors present the 29 Annual Report of the Company together with Audited Statements of Accounts for the year ended 31" March, 2011.

1. FINANCIAL RESULTS

Year ended Year ended 31.03.2011 31.03.2010 RS. RS.

Gross Income 125773 59,723

Expenses 157231 1,63,401

Profit/(Loss) Before Depreciation (31,458) (1,03,678)

Depreciation Nil Nil

Profit/(Loss) Before Tax (31,458) (1,03,678)

Provision for Tax Nil Nil

Profit/(Loss) After Tax (31,458) (1,03,678)

Add: Brought forward from previous year (5,66,96,352) (56,592,674)

Balance Carried to Balance Sheet (5,67,27,810) (56,696,352)

2. WORKING RESULTS

The Company earned a gross income of Rs. 1,25,773/- during the year. The net loss amounted to Rs. 31,346/- which has been carried to Balance Sheet. Recoveries of dues and stabilization of operations remain focus areas of your company.

3. DIVIDEND

The Directors of your Company do not recommend any dividend for the year ended 31st March 2011 in view of the loss.

4. PUBLIC DEPOSITS

Your Company did not accept any public deposits during the year under review.

5. SUBSIDIARY COMPANY

The Annual Accounts of Mega Capital Broking Private Limited as on 31st March, 2011, a subsidiary of your Company as well as a statement under Section 212 of the Companies Act, 1956 is attached with this report.

6. CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year under review, the Registered Office of the Company was changed from 7th Floor, "C" Wing, Twin, Arcade, Marol Maroshi, Military Road, Andheri (East), Mumbai - 400 059 to 501, 5th Floor, "D" Wing, Twin Arcade, Marol Maroshi, Military Road, Andheri (East), Mumbai - 400 059 which is effective from 01st June, 2010.

7. DIRECTORS

Mr. Sanjay Parchani retires by rotation at the Annual 'General Meeting and being eligible offers himself for re-appointment and your Board recommends his re-appointment

There were no other changes in Directors of the Company during the year under review.

8. REPORT ON CORPORATE GOVERNANCE

A Report on Corporate Governance is included as part of the Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Provisions of Section 217(2AA) of the Companies Act, 1956, Your Directors confirm that;

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

b) the Directors had selected such accounting policies and applied them consistency 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 at 31st March, 2011 and of the loss of the Company for the year ended on that date.

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure pursuant to 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 relating to Conservation of Energy, Technology absorption is not applicable to your Company. There neither were any earnings nor outgo of Foreign Exchange.

11. PARTICULARS OF EMPLOYEES:

There was no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

12. DELISTING FROM AHEMDABAD STOCK EXCHANGE:

The Company's Equity Shares are listed with the Bombay Stock Exchange and Ahmedabad Stock Exchange. Your Directors in its Board meeting, held on July 11, 2011, considered the proposal for voluntary delisting of its equity shares from Ahmedabad Stock Exchange (ASE) and the same was approved by the Board. Thus, in pursuance of that resolution, an application for voluntary delisting is being made to Ahmedabad Stock Exchange (ASE) in terms of the SEBI (Delisting of Equity shares) Regulation, 2009. The securities shall continue to remain listed on The Bombay Stock Exchange (BSE).

Since, the trading in the Company's shares at ASE has been insignificant for a long time and the listing fees paid by the company to ASE is disproportionate and it imposes unnecessary financial and administrative burden due to multiple compliance of the various clauses of the Listing Agreement from time to time, the Board of the Directors have decided to go for voluntary delisting, subject to compliance of the terms and conditions of the said Regulation and guidelines.

13. AUDITORS

M/s. S. K. Sheth & Co., Chartered Accountants, the retiring auditors are eligible for re- appointment. The observations of the Auditors on the Accounts need no further explanation as the same have been appropriately dealt with in the notes to accounts which are self explanatory.

14. ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation of the continued support of its Shareholders, Bankers and Government Authorities.

For and on behalf of the Board Sd/- Ajay S Mittal Chairman Place : Mumbai

Dated :26th August, 2011

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Mar 31, 2010

The Directors present the 28th Annual Report of the Company together with Audited Statements of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Year ended Year ended

31.03.2010 31.03.2009

RS. RS.

Gross Income 59,723 95,898

Expenses 1,63,401 146,673

Profit/ (Loss) Before

Depreciation (1,03,678) (50,775)

Depreciation Nil 8,637

Profit/(Loss) Before Tax (1,03,678) (59,412)

Provision for Tax Nil NIL

Profit/(Loss) After Tax (1,03,678) (59,412)

Add: Brought forward from

previous year (56,592,674) (56,533,262)

Balance Carried to Balance Sheet (56,696,352) (56,592,674)



2. WORKING RESULTS

The Company earned a gross income of Rs. 59,723/- during the year. The net loss amounted to Rs. 1,03,678/- which has been carried to Balance Sheet. Recoveries of dues and stabilization of operations remain focus areas of your company.

3. DIVIDEND

The Directors of your Company do not recommend any dividend for the year ended 31st March 2010 in view of the loss.

4. FIXED DEPOSITS

Your Company did not accept any fixed deposits during the year under review.

5. SUBSIDIARY COMPANY

The Annual Accounts of Mega Capital Broking Private Limited as on 31st March, 2010, a subsidiary of your Company as well as a statement under Section 212 of the Companies Act, 1956 is attached with this report.

6. CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year under review, the Registered Office of the Company was changed from 7* Floor, "C" Wing, Twin Arcade, Marol Maroshi, Military Road, Andheri (East), Mumbai - 400 059 to 501, 5* Floor, "D" Wing, Twin Arcade, Marol Maroshi, Military Road, Andheri (East), Mumbai - 400 059 which is effective from 01st June,2010.

7. DIRECTORS

Mr. Ajay Mittal retires by rotation at the Annual General Meeting and being eligible offers himself for re-appointment and your Board recommends his re-appointment There were no other changes in Directors of the Company during the year under review.

8. REPORT ON CORPORATE GOVERNANCE

A Report on Corporate Governance is included as part of the Annual Report.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Provisions of Section 217(2AA) of the Companies Act, 1956, Your Directors confirm that;

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

b) the Directors had selected such accounting policies and applied them consistently and" made judgments and estimates mat are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the loss of the Company for the year ended on that date.

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure pursuant to 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 relating to Conservation of Energy, Technology absorption is not applicable to your Company. There neither were any earnings nor outgo of Foreign Exchange.

11. PARTICULARS OF EMPLOYEES:

There was no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

12. AUDITORS

M/s. S. K. Sheth & Co., Chartered Accountants, the retiring auditors are eligible for re- appointment. The observations of the Auditors on the Accounts need no further explanation as the same have been appropriately dealt with in the notes to accounts which are self explanatory.

13. ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation of the continued support of its Shareholders, Bankers and Government Authorities.

For and on behalf of the Board

Sd/- Sd/-

Ajay S Mittal Anil S Mittal

Director Director

Place : Mumbai

Dated : 23rd August, 2010