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