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Directors Report of Mega Fin (India) Ltd.

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


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


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

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