To The Members Mega Fin (India) Limited
 
 The Directors present the 30th Annual Report of the Company together
 with Audited Statements of Accounts for the year ended 31s'' March,
 2012.
 
 1. FINANCIAL RESULTS                      (Amt in Rs.) 
                                 Particulars 
                                        Year     ended Year
                                                      ended
                                  31.03.2012     31.03.2011
 
 Gross Income                         91,756        125,773
 
 Expenses                            177,936        157,231
 
 Profit/ (Loss) Before Depreciation  (86,181)       (31,458)
 
 Depreciation                          Nil             Nil
 
 Profit/ (Loss) Before Tax           (86,181)       (31,458)
 
 Provision for Tax                     Nil             Nil
 
 Profit/ (Loss) After Tax            (86,181)       (31,458)
 
 Add: loss Brought forwarded
 from previous year              (56,726,810)   (56,696,352)
 
 Balance Carried to 
 Balance Sheet                   (56,812,991)   (56,726,810)
 
 2.  WORKING RESULTS
 
 The Company earned a gross income of Rs. 91,756/- during the year. The
 net loss amounted to Rs. 86,181/- which has been carried to Balance
 Sheet. Recoveries of dues and stabilization of operations remain focus
 areas of your company.
 
 3.  DIVIDEND
 
 The Directors of your Company do not recommend any dividend for the
 year ended 31st March 2012 in view of the loss.
 
 4.  PUBLIC DEPOSITS
 
 Your Company did not accept any public deposits during the year under
 review.
 
 5.  SUBSIDIARY COMPANY
 
 The Annual Accounts of Mega Capital Broking Private Limited as on 31st
 March, 2012, a subsidiary of your Company as well as a statement under
 Section 212 of the Companies Act, 1956 is attached widi this report.
 
 6.  DIRECTORS
 
 Mr. Sanjay Mittal retires by rotation at the Annual General Meeting and
 being eligible offers himself for re-appointment and your Board
 recommends his re-appointment
 
 Mr. Nirin Adarkar was appointed as Additional Director in the Company
 on 3ld October, 2011 to hold office upto the date of ensuing Annual
 General Meeting of the Company and being eligible, offers himself for
 appointment as Director on the Board of the Company.  The Board
 recommends his appointment.
 
 7.  DELISTING FROM AHMEDABAD STOCK EXCHANGE
 
 Your company has delisted its equity shares from Ahmedabad Stock
 Exchange (ASE) in pursuance of voluntary delisting application made by
 the Company.
 
 8.  REPORT ON CORPORATE GOVERNANCE
 
 A Report on Corporate Governance is included as a part of the Annual
 Report.
 
 9.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Provisions of Section 217(2 A A) of the Companies Act,
 1956, your Directors confirm that;
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures, if any.
 
 b) the Directors have 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 31st March, 2012 and of the loss of the Company
 for the year ended on that date.
 
 c) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 d) the Directors have prepared the annual accounts on a going concern
 basis.
 
 10.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The disclosure pursuant to Section 217(1) (e) of die Companies Act,
 1956 read with the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules, 1988 relating to Conservation of
 Energy, Technology absorption is not applicable to your Company. There
 neither were any earnings nor outgo of Foreign Exchange.
 
 11.  PARTICULARS OF EMPLOYEES:
 
 There was no employee falling within the purview of Section 217(2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules 1975.
 
 12.  AUDITORS
 
 M/s. S. K. Sheth & Co., Chartered Accountants, the retiring auditors
 are eligible for re- appointment. The observations of the Auditors on
 the Accounts need no further explanation as the same have been
 appropriately dealt with in the notes to accounts which are self
 explanatory.
 
 13.  ACKNOWLEDGEMENT
 
 The Board wishes to place on record its appreciation of the continued
 support of its Shareholders, Bankers and Government Authorities.
 
                                     For and on behalf of the Board
 
                                              Sd/- 
                                        Ajay S Mittal 
                                          Chairman
 
 Place: Mumbai 
 
 Dated: 6th August, 2012