Mega Corporation Ltd Directors Report.


Your Directors are pleased to present the 35th Annual Report on the business and operations of the Company together with the Audited Financial Statement for the year ended 31st March, 2020.


The Summarized financial results are:

(Amount in Lakhs)


Standalone Financials

2019-20 2018-19
Income from Operations 270.41 219.75
Other Income 5.11 28.08
Total Income 275.52 247.83
Operating Expenses 26.23 48.34
Depreciation and Amortization 35.38 36.77
Interest 129.33 127.17
Other Expenses 42.89 32.57
Exceptional Item 40.91 0
Profit/(Loss) before Tax 0.78 2.98
Tax Expenses
• Current Year 8.51 0
• Previous Year 0 0
• MAT Entitlement 8.51 0
• Deferred Tax (7.81) (8.58)
Net Profit/ (Loss) for the Year 8.59 11.56


During the period under review the total Standalone Income of Company is Rs. 275.52 Lacs as compared to previous year income of Rs. 247.83 Lacs and the Company is not consolidating its financial statement this year as M/s Mega Airways Limited cease to be subsidiary of the company during the period under review.

The company during the period earned Standalone Profit before tax of Rs. 0.78 Lacs as compared to profit of Rs. 2.98 Lacs in the previous year and Standalone Net profit of the company during reporting period if Rs. 8.59 Lacs as compared to profit of Rs. 11.56 Lacs in the previous year.


There are no material changes and commitment affecting the financial position of company after the close of financial year2019-20 till the date of report.


The Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company to build a strong reserve base and growth; accordingly no dividend has been recommended for the year ended March 31,2020.


There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.


Human Resource has gained prime importance in last few years. Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations. Your Company believes that the human capital is of utmost

importance to sustain the market leadership in all product segments and also to capture new markets.

We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High - Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.


In order to prevent sexual harassment of women at work place an act "The Sexual Harassment of Women at Workplace" (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company has not received any complaint under the said policy.


"Business Excellence" is an integral part of Business Management and is the application of quality management theory and tools to run our business more efficiently. Business Excellence is the culture of your company, which works as an enabler to our commitment to higher customer satisfaction, increase in stakeholder value & better process management through the never-ending cycle of continuous improvement. Innovation in services and business models is a key agenda of the Management along with a customer-focused culture towards building long-term customer relationships.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Vikash Gupta & Co., Company Secretary in Practice to undertake the secretarial audit of the Company for FY 2019-20. The Secretarial Audit Report is appended as Annexure A to this Report. There are no adverse remarks / observations / qualifications / reservations / disclaimers in the Secretarial Audit Report.


Your Company had a subsidiary namely M/s Mega Airways Limited and the same was merged with your company on 09th August, 2019 by the order of honble National Company Law Tribunal of Delhi vide order no.1257. Further, there was no associate company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of financial statements of the subsidiary company in form AOC - 1 is not required to be attached as the subsidiary company M/s Mega Airways Limited has been merged with your company during the period under review.


The Company has adequate system of Internal Controls to help Management review the effectiveness of the Financial and Operating Controls and assurance about adherence to Companys laid down Systems and Procedures. As per the provisions of the Companies Act, 2013, internal controls and documentation are in place for all the activities. Both Internal Auditors and Statutory Auditors have verified the Internal Financial Controls (IFC) at entity level and operations level and satisfied about control effectiveness. The controls are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the internal auditors during the course of their audits. During the financial year under review, no material or serious observations have been received from the Auditors of the Company, citing inefficiency or inadequacy of such controls and business practices.

The Audit Committee periodically reviews the findings and commendations of the Auditors and takes corrective action

as deemed necessary. The Board of Directors have framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.


The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companys operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc.

In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored.

Further, it is embedded across all the major functions and revolves around the goals and objectives of the Company. The development and implementation of Risk Management Policy adopted by the Company is discussed in detail in the Management Discussion and Analysis chapter, which forms part of this Annual Report.


M/s Mega Airways Limited has been merged with your company on 09th August, 2019 by the order of National Company Law Tribunal vide order no. 1257.


Your corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last and your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

A report on Corporate Governance along with a Certificate from Company Secretary in Whole Time Practice regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of subregulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report appended as Annexure- B.


Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, ("the Act") your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

i. in the preparation of the annual accounts for financial year ended 31st March, 2020, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.

ii. they have in consultation with the Statutory Auditors 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 31 st March, 2020 and of the profit of the Company forthe year ended on that date.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv they have prepared the annual accounts for financial year ended 31st March, 2020 on a going concern basis.

v. they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls were operating effectively during the financial year ended 31 st March, 2020.

vi. they have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31 st March, 2020.


The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Companys business/ activities, understanding of industry and global trends, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

Feedback was sought by way of well-defined and structured questionnaires covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, areas of responsibility, execution and performance of specific duties, obligations and governance, compliance, oversight of Companys subsidiaries, etc., and the evaluation was carried out based on responses received from the Directors.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.


Managements Discussion and Analysis Report forthe year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure C of the Directors Report.


Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

Conservation of Energy

i.) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any manufacturing activities.

iii) The Capital investment on energy conservation equipments: Nil Technology Absorption, Adaption & Innovation and Research & Development

No research & development or technical absorption or adaption & innovation taken place in the company during the

Financial Year 2019-20, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)-

a) Details of technology imported: Nil

b) Yearof Import: Nil

c) Whetherthe technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil FIXED DEPOSITS

Your Company has not accepted any fixed deposits covered under Chapter V of the Company Act, 2013 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.


• Reti rement by Rotation

In accordance with the provisions of Section 152 of The Companies Act, 2013 Mr. Kunal Lalani, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

• Appointment / Re-appointment and Cessation of Directors & KMP

Following are the Directors of the Company as on 31.03.2020

1. Mr. Kunal Lalani - Executive Director
2. Mr. SurendraChhalani - Executive Director
3. Mrs.AnishaAnand -WholeTime Director
4. Mr. Navratan Baid - Non Executive Independent Director
5. Mr. Sachin Mehra - Non Executive Independent Director
6. Mrs.Abhilasha Lalani - Non Executive Non Independent Director
7. Mr. Surendra KumarPagaria - Non Executive Independent Director

During the period of under review Mr. Sanjay Kumar Sharma had resigned from the position of Company Secretary and Mr. Aagat Singh has been appointed as Company Secretary of the company.

The Designation of Mrs. Anisha Anand has been changed from Non-Executive Independent Director to Whole Time Director on 23.04.2019.

> Mr. Surendra Chhalani - Chief Financial Officer;
> Mr. Aagat Singh - Company Secretary;


All Independent Directors has given declarations to the company confirming that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.


Under Section 139 of the Companies Act, 2013 and the rules made thereunder it is mandatory to rotate Statutory Auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirement of the Companies Act, 2013, M/s Virendra Pradeep & Co., Chartered Accountants, was appointed as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of 32nd

Annual General Meeting of the Company held on 22nd September, 2017 till the conclusion of the 37th Annual General Meeting (AGM). The requirement for the annual ratification of the auditors appointment at the AGM has been omitted pursuant to companies (Amendment) Act, 2017 notified on 7th May, 2018.

During the year the Statutory Auditors have confirmed that they satisfy the independence criteria required the Companies Act, 2013, code of ethics issued by Institute of Chartered Accountants India and U.S. Securities and Exchange Commission and the Public Company accounting Oversight Board.

The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there are no adverse remarks orqualification in the Report.


The Companys Equity Shares are listed on following stock exchanges:

i. The Delhi Stock Exchange Limited

ii. The Bombay Stock Exchange Limited*

*Delhi Stock Exchange has been derecognized w.e.f. 19th November, 2014 vide SEBI order.


None of the employees of your company is drawing remuneration exceeding limits laid down under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the information required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure- D and forms part of this report.


The Details of Meetings of the Board of Director Held during the Financial Year 2019-20:

As per the disclosures furnished none of the Directors are disqualified to act as directors of this Company or any other public Company under Section 164 and other applicable provisions of the Companies Act, 2013.

The requisite information as prescribed under Clause 49 of the Listing Agreement is placed before the Board from time to time and is generally provided as part of the Agenda papers of the Board Meeting and /or is placed at the table during the course of the meeting.

During the financial year ended March 31,2020, Seven Board Meetings were held. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meeting was held on the following dates:-

23rd April, 2019,30th May, 2019,13th August, 2019,07th September, 2019,13th November, 2019,08th January, 2020 and 13th February, 2020


a) Audit Committee

At 31st March, 2020 Audit Committee of the board comprises of three members with Independent Directors forming a majority, namely Mr. Navratan Baid as Chairperson and Mr. Sachin Mehra, Mr. Surendra Chhalani as members of the Committee.

Presently Audit Committee comprises following members:

1. Mr. Navratan Baid- Non-Executive Independent Director

2. Mr. Sachin Mehra - Non-Executive Independent Director

3. Mr. Surendra Chhalani- Executive Director

All the recommendations made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of annual report.

b) Nomination and Remuneration Committee

At 31st March, 2020, Nomination and Remuneration Committee comprises of Mr. Navratan Baid as Chairperson, Mr. Surendra Kumar Pagaria and Ms. Abhilasha Lalani as members.

Presently Nomination & remuneration Committee comprises following members:

1. Mr. Navratan Baid - Non-Executive Independent Director
2. Mr. Surendra Kumar Pagaria - Non-Executive Independent Director
3. Ms.Abhilasha Lalai - Non-Executive Non-Independent Director

All the recommendations made by the Nomination and Remuneration committee were accepted by the board.

Further, the terms of reference and other related matters of Nomination and Remuneration committee forms an integral part of Corporate Governance Report as part of annual report.


Stakeholders Relationship Committee comprises of Mr. Surendra Kumar Pagaria as Chairperson with Mr. Navratan Baid and Mr. Surendra Chhalani as members of the Committee as on 31 st March, 2020

The Committee is set up to monitor the process of share transfer, issue of fresh Share Certificates as well as review of redressed of investors/shareholders grievances.

Further, the role and responsibility and other related matters of Stakeholders Relationship Committee forms an integral part of Corporate Governance Report as part of annual report.


The Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time.


The policy of the Company on Directors appointment and remuneration, including criteria for determining qualification, positive attributes, independence of director and other matters provided under sub-section 3 of section 178 of the Companies Act, 2013, adopted by the Board is annexed to this report as Annexure E.


Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website httD://

All related party transactions are placed on a quarterly basis before the Audit and before the Board for approval.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure F to this Annual Report.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the year ended 31st March, 2020


Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31 st March, 2020


Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. Your company has paid required listing fees to Stock Exchanges.


Extract of Annual Return of the Company in the prescribed Form MGT-9, is attached as Annexure- G to this Boards Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office for obtaining such information members may write to CFO & Company Secretary and the same will be furnished on request.

The full Annual Report including the aforesaid information is available on the companys website


Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a "Whistle Blower Policy and Vigil Mechanism" and which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has adopted the Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower policy can be accesses on the Companys Website at the link:

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.


Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Details relating to deposits covered under Chapter V ofthe Act.

b) Issue ofthe equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees ofthe Company

d) Issue of Employee Stock Option Scheme to employees ofthe company

e) There is no change in the nature of business of company during the year.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companys operations in future.

g) Purchase of or subscription for shares in the company by the employees ofthe company.

h) There is no material subsidiary* of company, so no policy on material subsidiary is required to be adopted.

* "Material Subsidiary" shall have the meaning as defined in Regulation 16(1 )(c) ofthe LODR Regulations, pursuant to which a material subsidiary means a subsidiary, whose income or net worth exceeds 10% (ten percent) of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.


Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.


Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be ‘forward-looking statements within the meaning of applicable laws and regulations. Important developments that could affect the Companys operations include a downtrend in the financial services industry - global or domestic or both, significant changes in the political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and other factors. Actual results might differ substantially or materially from those expressed or implied.

This report should be read in conjunction with the financial statements included herein and the notes thereto.


SNo. Particulars No. of Shareholders No of Share
1 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year 0 0
2 Number of shareholders who approached listed entity for transfer of shares from suspense account during the year 0 0
3 Number of shareholders to whom shares were transferred from suspense account during the year 0 0
4 Number of shareholders who have not claimed dividend for last 7 years, and whose shares have been transferred to IEPF account of MCA from Demat Suspense Account 0 0
5 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year. 0 0
The voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares


Your Directors thank the Companys stakeholders in large including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company, its subsidiaries and its associates at all levels. Your Companys consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance and support received from them including officials there at from time to time.

For and on behalf of the Board of Directors Mega Corporation Limited

Sd/- Sd/- Sd/-
Surendra Chhalani Kunal Lalani Aagat Singh
(Director and CFO) (Director) (Company Secretary)
Din: 00002747 Din: 00002756 Mem No:-A51268
Place: New Delhi
Date: 28.08.2020