The Members,
 
 Mega Corporation Limited
 
 The Director''s have pleasure in presenting the Twenty-Sixth Annual
 Report with Audited Statement of Accounts of the Company for the
 financial year ended 31 st March, 2011.
 
 FINANCIAL RESULTS                                   (Rs. In lacs)
 
 Particulars                               Year Ended     Year Ended
                                           31.03.2011     31.03.2010
 
 Income from Operation                      359.70         955.93
 
 Other Income                                 6.17           4.94
 
 Total Income                               365.87         960.87
 
 Profit before Interests Depreciation        66.69         340.03
 
 Less: Interest                              66.86         104.93
 
 Depreciation                               114.74         272.57
 
 Profit before Taxation                    (114.91)        (37.47)
 
 Less: Provision for Taxation                 -              1.70
 
 Deferred Tax                                24.27         (16.07)
 
 Profit after Tax                          (139.18)        (23.10) 
 
 Add: Extra Ordinary items:-
 
 Loss on sale of Radio Taxi Business          -           (248.41)
 
 Add: Amount brought forward From 
 previous year                             2056.48        2327.99
 
 Balance carried forward to balance sheet  1917.29        2056.48
 
 DIVIDEND
 
 Due to loss, no dividend is proposed by your Directors.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any deposits within 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
 
 During the year 2010-2011 the Company earned the revenue of Rs 365.87
 Lacs as compared to Revenue of Rs. 960.87 Lacs in Financial Year
 2009-10. Profit before Interest, Depreciation, tax and Exceptional
 items is Rs. 66.69 Lacs as against Rs. 340.03 Lacs in the previous
 Financial year.
 
 Mega Corporation Limited is engaged in the business of operating Nation
 wide Air Chartered Services (Non-Schedule Air Craft).  Mega Air
 Chartered provides Safe, secure, comfortable and confidential Journey,
 with services similar to those available on a commercial flight, but
 with better flight services. The exclusive air charter service is
 available 24 hours a day and 7 days a week ready to fly anywhere across
 the whole nation. With an appealing combination of convenience and
 cost-efficiency, Mega Air Chartered provides the highest quality of
 customer service which is personalised and ensures complete safety. It
 offers the perfect air traveling experience with efficient business and
 private air charter services in and out of India.
 
 SUBSIDIARIES
 
 The Audited statement of Accounts along with Directors'' Report for the
 year ended 31st March 2011 of M/s Mega Airways Ltd, as well as the
 extent of holding therein are annexed to this Account pursuant to
 Section 212 of the Companies Act, 1956. M/s Mega Holidays Limited is
 ceased to be a subsidiary of the Company with effect from 20.03.2011.
 
 
 CfORPORATE 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
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Sachin Mehra and AVM K. S.
 Venkatraman, Directors of the company retire by rotation and being
 eligible, offer themselves for re-appointment. Your directors recommend
 their re-appointment. Brief resumes of the Directors offering
 themselves for re-appointment are furnished herewith.
 
 AUDIT COMMITTEE
 
 The audit committee has met and reviewed the financial statements for
 the financial year ended 31.03.2011 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 not given any observation in their report.
 
 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 was Nil (Previous Year Rs.
 2,57,376/-) and outflow during the year was Rs. 1,05,52,941/- (Previous
 year Rs. 88,55,124/-).
 
 LISITING
 
 Presently the Company''s equity shares are listed on the following Stock
 Exchanges:
 
 Delhi Stock Exchange Ltd. and Bombay Stock Exchange Ltd. (BSE)
 
 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 will the Companies (Particulars of Employees)
 Rules, 1975.
 
 DIRECTORS'' RESPOSIBILITY STATEMENT
 
 As required under section 217(2AA) pursuant to the Companies
 (Amendment) Act, 2000, the Board of Directors confirms that:
 
 a) That in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departure.
 
 b) 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.
 
 c) That the directors had taken proper and sufficient care to the best
 of their knowledge and ability 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.
 
 d) That the directors had prepared the annual accounts on a going
 concern basis.
 
 EMPLOYEE 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 otner employees who have contributed to the efficient
 and successful management of the Company
 
 ACKNOWLEDGEMENTS
 
 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 company''s 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 Board of Directors
 
 Place: New Delhi                                  (HEMANSHU R MEHTA)
 
 Date: 30-05-2011                                           Chairman