Notes to Accounts of Mega Corporation Ltd.

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