Mega Corporation

The Directors have pleasure in presenting the Twenty-Third Annual
 Report with Audited Statement of Accounts of the Company for the
 financial year ended 31st March, 2008.
 
 FINANCIAL RESULTS                                      (Rs. in lacs)
                                             Year Ended    Year Ended
                                             31.03.2008    31.03.2007
 
 Gross Income from Operations                  970.70        607.56
 Less: Exp. Under Revenue Sharing Scheme        69.87         67.35
 Income from Operation                         900.83        540.21
 Other Income                                    4.37          6.09
 Total Income                                  905.20        546.30
 Profit before Interest & Depreciation         518.58        250.13
 Less:        Interest                          67.59         26.72
 Depreciation                                  257.22        169.45
 Profit before Taxation                        193.77         53.96
 Less: Provision for Taxation                   44.52         15.76
 Deferred Tax                                   37.58          8.44
 Profit after Tax                              111.66         29.76
 Add: Extra Ordinary items
 Depreciation written Back                      63.33          0.00
 Add: Amount brought forward
 from previous year                          2,052.25      2,022.49
 Balance carried forward to Balance Sheet    2,227.24      2,052.25
 
 DIVIDEND
 
 In view of the expansion plans of the company, your Directors are of
 the opinion that profits be ploughed back into the Company. Therefore,
 no dividend is proposed.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any deposits with in the meaning of
 Section 58A of the Companies Act, 1956 and the rules made there under.
 
 MATERIAL CHANGES
 
 There is no material change between the date of the Balance Sheet and
 the date of this report affecting the affairs of the Company.
 
 OPERATIONS AND FUTURE PROSPECTS
 
 This year has been very fruitful to your company. The profits have
 increased and your Company has achieved a turn over of Rs. 905.20 lakhs
 (previous year Rs. 546.30 lakhs). It has concentrated mainly on Radio
 Taxi activity, the income from which indicated a growth of 53.32%,
 accumulating to Rs. 735.75 lakhs (previous year Rs. 479.89 lakhs).
 
 Profit before Interest, Depreciation, Tax and an exceptional item is
 Rs. 518.58 lakhs as against Rs.250.13 lakhs in the previous year
 registering a growth of 107.32%.
 
 The one stop shop for all customer travel needs, Mega Cabs, has
 revolutionized the surface transport system by pioneering a
 computerized communication and dispatch system with GPS (Global
 Positioning System) based online tracking systems for licensed Radio
 Taxi & Car Rentals. This advantage is followed up by providing other
 benefits like safety, comfort, reliability, convenience along with a
 courteous staff, anytime, anywhere.
 
 Your company offers efficient and reliable Cab service, comparable to
 the best anywhere in the world.  It is amongst the largest operators
 licensed by the Delhi Government and Chandigarh Administration to run a
 Radio Taxi Services on international standard in Delhi & NCR and
 Chandigarh.
 
 Impressed by the quality of services provided by your company in
 Chandigarh, the Punjab Government has selected Mega Cabs to provide the
 similar service in its 4 leading cities of Amritsar, Ludhiana, Mohaii
 and Jalandhar. The Company has also been selected to provide Radio Taxi
 Service in Kolkata. Your Company has significant expansion plans and
 the fleet size will be increased to more than 1000 by the next year.
 
 It has purchased a single Engine Aircraft - Swiss make PILATUS PC-12
 (Serial No 135) and carries its charter service in the name of Air
 Mega as well.
 
 SUBSIDIARIES
 
 The Audited statement of Accounts alongwith Directors Report for the
 year ended 31st March 2008 of M/s Mega Airways Ltd and M/s Mega
 Holidays Ltd. as well as the extent of holdings therein are annexed to
 this Account pursuant to Section 212 of the Companies Act, 1956. M/s
 Mega Cabs Limited ceased to be subsidiary of the company w.e.f.
 02/08/2007.
 
 CORPORATE GOVERNANCE
 
 As per Clause 49 of the Listing Agreement with Stock Exchange,
 Management Discussion and Analysis Report and Corporate Governance
 Report together with Auditors Certificate regarding Compliance of the
 SEBI Code of Corporate Governance is annexed herewith.
 
 DIRECTORS
 
 Mr. Hemanshu R Mehta, Whole Time Director of the company resigned from
 the post of Directorship on 08.04.2008. The Board placed on record its
 deep appreciation of the services rendered by
 
 Mr. Hemanshu R Mehta during his tenure of office.
 
 Mr. Manish Dhariwal, Mr. Ajay Chopra and Mr. Anil Kumar Soni were
 appointed as Additional Directors during the year would cease to hold
 office at the ensuing Annual General Meeting. The Company having
 received notice under section 257 of the Companies Act 1956 from some
 members along with the requisite deposit from members signifying their
 intention to propose them as Directors of the Company. Your Board has
 appointed Mr. Manish Dhariwal as a Whole Time Director of the company
 subject to the approval of Shareholders.
 
 The Board of Directors at its meeting held on 28th June, 2008,
 reappointed Mr Kunal Lalani as the Managing Director of the Company for
 a period of three years w.e.f.  29th June, 2008, subject to the
 shareholders approval at the ensuing AGM.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Hulas Mal Lalani and Mr.
 Sachin Mehra, Directors of the company retire by rotation and being
 eligible, offer themselves for reappointment. Your directors recommend
 their reappointment.
 
 AUDIT COMMITTEE
 
 The audit committee has met and reviewed the financial statements for
 the financial year ended 31.03.2008 and has not given any adverse
 observations. It has also recommended the re-appointment of M/s Sipani
 & Associates, Chartered Accountants, as statutory auditors of the
 Company.
 
 AUDITORS
 
 M/s Sipani & Associates, Chartered Accountants, Statutory Auditors of
 the Company who retire at the forthcoming Annual General Meeting are
 eligible for re-appointment and have expressed their willingness to
 accept office, if re-appointed. They have given a certificate to the
 effect that the re- appointment, if made, would be within the limits
 prescribed under Section 224(1-B) of the Companies Act, 1956. The Board
 recommends their re-appointment.
 
 AUDITORS REPORT
 
 The auditors have given an observation in their report. Clarifications
 to auditors observations are asunder:
 
 Para 9(a) of annexure to Auditors Report: few payments of statutory
 dues were delayed but company has deposited the same little late with
 interest.
 
 ACCOUNTING POLICY
 
 During the previous year, the Company had changed the method of
 depreciation in the case of Commercial Cars from written down method to
 straight line method. Because of the change in the method of
 depreciation, the company has credited the excess depreciation upto
 31st March 2007 amounting to Rs. 63,33,323/- as Depreciation written
 back.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND EXPENDITURES:
 
 Your Directors are of the opinion that particulars with respect to
 conservation of Energy and technology Absorption as per Section 217(1)
 (e) of the Companies Act,1956 read with the Companies (Disclosure of
 particulars in the Report of the Board of Directors) Rules, 1988 are
 not relevant in view of the nature of business activities of the
 company and hence are not required to be given.
 
 The Foreign exchange earning during the year Nil (Previous Year inflow
 was Rs. 4,354,553/-) and outflow during the year was Rs. 98,704,831/-
 against purchase of Aircraft (Previous year Rs.3,465,806/-).
 
 LISTING
 
 Presently the Companys equity shares are listed on the following Stock
 Exchanges:
 
 The Delhi Stock Exchange Association Ltd. And Bombay Stock Exchange
 Ltd. (BSE) However, the Company has already made an application to
 Delhi Stock Exchange for de-listing of its Equity shares. Listing fee
 has been paid to Bombay Stock Exchange Ltd.  (BSE)
 
 PARTICULARS OF EMPLOYEES
 
 None of the employees of your company is drawing remuneration exceeding
 limits laid down under the provisions of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under section 217(2AA) pursuant to the Companies
 (Amendment) Act, 2000, the Board of Directors confirm that:
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departure.
 
 ii) that the Directors had 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 the affairs of the Company at the end of the Financial year and of
 the Profit of the Company for that period.
 
 iii) that the Directors had 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 and
 
 iv) that the Directors had prepared the annual accounts on a going
 concern basis.
 
 EMPLOYEES RELATIONS
 
 The industrial relations continued to be cordial and harmonious. Your
 directors wish to place on record the appreciation for the devoted
 services rendered by the workers, staff and executives of the Company
 at all levels and other employees who have contributed to the efficient
 and successful management of the Company.
 
 ACKNOWLEDGMENTS
 
 Your Directors place on record their thanks for the dedicated services
 rendered by all the employees in its offices and also acknowledge the
 co-operation, assistance and support extended by the companys banker,
 financial institutions, customers, suppliers, regulatory & government
 authorities.  Your Directors value your involvement as shareholders and
 look forward to your continuing support.
 
                          For and on behalf of the Board of Directors
 
 Place: New Delhi                                       (KUNAL LALANI)
 Date: June 30, 2008                   Chairman Cum Managing Director