Auditor Report of Mega Corporation Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Mega Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 ( hereinafter referred to the "Order"), and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31st Mach, 2015 on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of M/s Mega Corporation Limited on the standalone financial statements as of and for the year ended March 31, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All fixed assets have been physically verified by the Management at reasonable intervals and as informed to us, no material discrepancies were noticed on such verification.

II. The Company had no Inventory and as such Clause (ii) of the Companies (Auditor Report) Order, 2015 is not applicable.

III. The company has granted unsecured loans to three companies covered in the register maintained under section 189 of the Companies Act. The company has not granted any secured/ unsecured loans to firms or other parties covered in the register maintained under section 189 of the Companies Act.

(a) In respect of the aforesaid loans, the parties are repaying principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(b) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

IV. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for purchase of inventory and fixed assets and for sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

V. The company has not accepted any deposits as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

VI. As informed to us, the maintenance of Cost Records has not been prescribed by the Central Government under Section 148(1) (d) of the Companies Act, 2013.

VII. (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, amounts deducted / accrued in the books of accounts in respect of Undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and any other statutory dues have been generally regularly deposited with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax and cess, etc were outstanding as at March 31, 2015 for a period of more than six months from the date of their becoming payable.

(c) According to the information and explanations given to us and records of the Company examined by us, the Company has not deposited disputed Income Tax demand of Rs. 133.34 Lacs relating to A.Y. 2006-07. The Company's appeal is pending for adjudication before ITAT, Delhi.

(d) According to the information and explanations given to us, the Company is not required to be transfer any amount to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

VIII. The Company does not have accumulated losses at the end of the year and the company has not incurred any cash losses during current year. The Company has incurred cash loss of Rs. 19,26,119/- during the immediately preceding financial year.

IX. In our opinion and on the basis of information and explanations given to us, the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

X. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

XI. Based on information and explanations given to us by the Management, the term loans were applied for the purpose for which the loans were obtained.

XII. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Sipani & Associates

Chartered Accountants Registration No.: 007712N

Sd/-

(VIJAY SIPANI)

Place: Delhi Proprietor

Dated: 29-05-2015 M. No. 083850

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Mar 31, 2014

We have audited the accompanying Financial Statements of MEGA CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure ''A'' a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

(e) On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure ''A'' referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of MEGA CORPORATION LIMITED.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management at reasonable intervals, which in our opinion is reasonable having regard to size of the Company and the nature of fixed assets. As informed, no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the year.

2. The Company had no Inventory and as such clause (ii) of paragraph 4 of the Companies (Auditor Report) Order, 2003 is not applicable.

3. (a) The Company has granted unsecured loan to one party listed in the register maintained under Section 301 of the Companies Act, 1956. The amount of loan granted to such party was Rs. 329.85 Lacs (Prev. Year Rs. 623.00 Lacs). The Maximum amount outstanding during the year was Rs. 413.21 Lacs and year-end balance of loan granted to such party was Rs. 342.78 Lacs (Prev. Year 225.89 Lacs).

(b) Above loans were repayable on demand. In our opinion, the rate of interest and other terms and conditions of such loans were not prima facie prejudicial to the interest of the Company.

(c) The receipt of principal amount and interest have been regular / as per stipulations and there is no overdue amount.

(d) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken any loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 (Prev. Year NIL ).

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us, the transactions with parties with whom transactions exceeding the value of Rs. 5,00,000 have been entered into during the financial year, are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size of the company and the nature of its business.

8. As informed to us by the Company, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Service Tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education & Protection Fund, Excise Duty, Sales Tax and Wealth Tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Service Tax, Cess and other material statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and records of the Company examined by us, the Company has not deposited disputed Income Tax demand of Rs. 133.34 Lacs relating to A.Y. 2006-07. The Company''s appeal is pending for adjudication before ITAT, Delhi.

10. The Company does not have accumulated losses at the end of the year. The Company has incurred cash losses of Rs. 19,26,119/- during the current financial year and also incurred cash losses of Rs. 9,79,032/- during the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders & other securities holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities during the year.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Benefit Society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

14. During the period covered by our report the Company was not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by an associate company from Banks/Financial Institutions/NBFCs, which in our opinion is not prejudicial to the interest of the Company.

16. The Company has not taken any term loan during the year hence requirement of reporting regarding application of term loans does not arise.

17. According to the information and explanations given to us and overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investments.

18. The Company has not issued any fresh share capital hence the question of neither the preferential allotment nor the end use thereof arises.

19. The Company has not issued any debentures and hence requirements of reporting regarding creation of securities in respect of debentures issued does not arise.

20. The Company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For SIPANI & ASSOCIATES Chartered Accountants Registration No.: 007712N

Vijay Sipani Proprietor M. No.: 083850 Place: Delhi Date: 30-05-2014

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Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of MEGA CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure ''A'' a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure ''A'' referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date to the members of MEGA CORPORATION LIMITED.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the fixed assets have been physically verified by the management at reasonable intervals, which in our opinion is reasonable having regard to size of the Company and the nature of fixed assets. As informed, no material discrepancies were noticed on such verification.

c) The Company has not disposed off any substantial part of its fixed assets during the year.

2. The Company had no Inventory and as such clause (ii) of paragraph 4 of the Companies (Auditor Report) Order, 2003 is not applicable.

3. (a) The Company has granted unsecured loan to one party listed in the register maintained under Section 301 of the Companies Act, 1956. The amount of loan granted to such party was Rs. 623.00 Lacs (Prev. Year Rs. 30.00 Lacs ). The Maximum amount outstanding during the year was Rs. 345.66 Lacs and year-end balance of loan granted to such party was Rs. 225.89 Lacs (Prev. Year NIL ).

(b) Above loans were repayable on demand. In our opinion, the rate of interest and other terms and conditions of such loans were not prima facie prejudicial to the interest of the Company.

(c) The receipt of principal amount and interest have been regular / as per stipulations and there is no overdue amount.

(d) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken any loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 (Prev. Year NIL ).

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us, the transactions with parties with whom transactions exceeding the value of Rs. 5,00,000 have been entered into during the financial year, are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size of the company and the nature of its business.

8. As informed to us by the Company, the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Service Tax and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education & Protection Fund, Excise Duty, Sales Tax and Wealth Tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Service Tax, Cess and other material statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and records of the Company examined by us, the Company has not deposited disputed Income Tax demand of Rs. 150.37 Lacs relating to A.Y. 2006-07. The company''s appeal is pending for adjudication before CIT(Appeals).

10. The Company does not have accumulated losses at the end of the year. The Company has incurred cash losses of Rs. 9,79,032/- during the current financial year and also incurred cash losses Rs. 36,63,013/- in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders & other securities holders.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities during the year.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Benefit Society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

14. During the period covered by our report the Company was not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by an associate company from Banks/Financial Institutions/NBFCs, which in our opinion is not prejudicial to the interest of the Company.

16. The Company has not taken any term loan during the year hence requirement of reporting regarding application of term loans does not arise.

17. According to the information and explanations given to us and overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investments.

18. The Company has not issued any fresh share capital hence the question of neither the preferential allotment nor the end use thereof arises.

19. The Company has not issued any debentures and hence requirements of reporting regarding creation of securities in respect of debentures issued does not arise.

20. The Company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For SIPANI & ASSOCIATES

Chartered Accountants

Registration No.: 007712N

Vijay Sipani

Proprietor

M. No. :083850

Place: Delhi

Date: 30-05-2013

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Mar 31, 2012

We have audited the attached Balance Sheet of Mega Corporation Limited, as at 31st March, 2012 and also Statement of Profit and Loss, the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purposes of ouraudit;

ii. In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books;

iii. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

i v. I n our opinion the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the directors as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2012; and

(b) in the case of Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF MEGA CORPORATION LIMITED ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED 31st MARCH 2012.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management at reasonable intervals, which in our opinion is reasonable having regard to size of the Company and the nature of fixed assets. As informed, no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the year.

2. The Company had no Inventory and as such clause (ii) of paragraph 4 of the Companies (Auditor Report) Order, 2003 is not applicable.

3. (a) The Company has granted unsecured loan to one party listed in the register maintained under Section 301 of the Companies Act, 1956. The amount of loan granted to such party was Rs. 30 Lacs (Prev. Year NIL). The Maximum amount outstanding during the year was Rs. 30 Lacs and year end balance of loan granted to such party was Rs. NIL (Prev. Year NIL).

(b) Above loans were repayable on demand. In our opinion, the rate of interest and other terms and conditions of such loans were not prima facie prejudicial to the interest of the Company.

(c) The principal amount have been received back in full during the year as per stipulations and there is no overdue amount.

(d) In our opinion and according to the information and explanations given to us the Company has not taken any unsecured loan during the year from parties listed in the register maintained under Section 301 of the Companies Act, 1956. (In previous year the Company has taken unsecured loans of Rs. 650 Lacs and year end balance of loan taken from such party was Rs. 650 Lacs )

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us, the transactions with parties with whom transactions exceeding the value of Rs. 5,00,000 have been entered into during the financial year, are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size of the company and the nature of its business.

8. As informed to us by the company, the maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d)of the CompaniesAct, 1956.

9. (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Service Tax and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education & Protection Fund, Excise Duty, Sales Tax and Wealth Tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund. Employees State Insurance, Income Tax, Customs Duty, Service Tax, Cess and other material statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and records of the Company, the company has not deposited disputed Income tax demand of Rs. 150.37 Lacs relating to A.Y 2006 07 which has been created on account of assessment made u/s 143(3) of the Income Tax Act. The company's appeal with ITAT, Delhi is pending for adjudication.

10. The Company does not have accumulated losses at the end of the year. The company has incurred cash losses of Rs. 36,63,013/ during the current year. The company has not incurred any cash losses in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and debentures & other securities.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities during the year.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Benefit Society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

14. During the period covered by our report the Company was not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by an associate company, from Banks/Financial Institution/NBFCs, which in our opinion is not prejudicial to the interest of the Company.

16. The Company has not taken any term loan during the year hence requirement of reporting regarding application of term loans does not arise.

17. According to the information and explanations given to us and overall examination of the Balance Sheet of the Company, we report that the funds raised on short term basis have not been used for long term investments.

18. The company has not issued any fresh share capital hence the question of neither the preferential allotment nor the end use thereof arises.

19. The company has not issued any debentures and hence requirements of reporting regarding creation of securities in respect of debentures issued does notarise.

20. The company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SIPANI & ASSOCIATES

Chartered Accountants

(VIJAY SIPANI)

Prop. Place: Delhi M. No. 083850

Date: 30 05 2012 Firm No. 007712N

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Mar 31, 2010

We have audited the attached Balance Sheet of Mega Corporation Limited, as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the rriatters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purposes of our audit.

ii. In our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books.

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, subject to Note No. 15 of Schedule 19, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2010

b) In the case of the Profit and Loss Account, of the Loss for the year ended on that date; and.

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF MEGA CORPORATION LIMITED ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED 31ST MARCH 2010.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of

fixed assets.

(b) The company has a programme for physical verification on rotational basis, which is in our opinion, is reasonable having regard to the size of the company and nature of business. Accordingly, certain fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The Company has disposed off all the Fixed Assets of its Radio Taxi Division during the year by way of Slump Sale which in our opinion constitute substantial part of the Fixed Assets of the Company. However such disposal has, in our opinion, not affected the going concern status of the Company as it has two other major business segments, namely Air Charter Services and Finance & Investment Business.

2. (a) The inventory of spare parts & miscellaneous items has been physically verified by the management during the year. In our opinion the frequency of such verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. No significant discrepancies were noticed on such verification as compared with the book records.

3. (a) The Company has granted unsecured loans to two parties listed in the register maintained under Section 301 of the

Companies Act, 1956. The total amount of loans granted to these parties was Rs. 100 Lacs. The Maximum amount outstanding during the year was Rs. 100 Lacs and the year-end balance of loan given to such parties was Rs. NIL.

(b) Above loans were repayable on demand, in our opinion, the rate of interest and other terms and conditions of such loans were not prima facie prejudicial to the interest of the Company.

(c) The receipt of principal amount and interest have been regular/ as per stipulations and there is no overdue amount.

(d) The Company has taken loan from one party listed in the register maintained under Section 301 of the Companies Act, 1956. The total amount of loan taken during the year from such party was Rs. 50 Lacs which was repaid in full during the year. Year end outstanding balance of said loan was NIL.

(e) According to the information and explanations given to us, we are of the opinion that the rate of interest and other terms and conditions of unsecured loans taken by the Company were not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us, the transactions with parties with whom transactions exceeding the value of Rs. 5,00,000 have been entered into during the financial year, are at prices, which are reasonable, having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size of the company and the nature of its business.

8. As informed to us by the company, the maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and on the basis of examination of the records of the Company,

amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Service Tax and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education & Protection Fund, Excise Duty, Sales Tax & Wealth Tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Customs Duty, Service Tax, Cess and other material statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and records of the Company, the company has not deposited disputed Income tax demand of Rs. 396.57 Lacs relating to A.Y. 2006-07 which has been created on account of assessment made u/s 143(3) of the Income Tax Act. The company has filed an appeal with Commissioner of Income Tax which is pending for adjudication.

10. The Company does not have accumulated losses at the end of the year and the company has not incurred cash losses during current and the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions, banks and debentures & other securities.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities during the year.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Benefit Society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

14. During the period covered by our report the Company was not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has given guarantee for loans taken by M/s Mega Cabs Ltd, an associate concern, for loans taken by it from Banks/Financial Institutions/NBFCs, which in our opinion is not prejudicial to the interest of the Company.

16. The Term Loans taken by the Company have been applied for the purpose for which they were obtained. The company has availed Term Loan/Deferred Payment Credits from different Banks & Financial Institutions for purchase of commercial cars on terms generally followed by such banks and institutions hence they are not prima facie prejudicial to the interest of the Company.

17. According to the information and explanations given to us and overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investments.

18. The company has not issued any fresh share capital hence the question of neither the preferential allotment nor the end use thereof arises.

19. The company has not issued any debentures and hence requirements of reporting regarding creation of securities in respect of debentures issued does not arise.

20. The company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For SIPANI & ASSOCIATES Chartered Accountants

(VIJAY SIPANI) Prop.

Place: Delhi M. No. 83850

Date: 29-05-2010 Firm No. 007712N