Board's Report TO THE MEMBERS OF MEGA CORPORATION LIMITED 1. Your Directors have pleasure in presenting the 30th Board's Report of Mega Corporation Limited ("the Company") for the financial year ended 31st March 2015.2. DIVIDEND Due to insufficiency of profits, your Directors are not recommending any dividend 3. TRANSFER TO RESERVES No amount is proposed to be transferred to reserves. 4. MATERIAL CHANGES No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company. 5. OPERATING RESULTS AND BUSINESS OPERATIONS During the year 2014-2015, the Company earned the revenue of Rs 132.17 Lacs as compared to Revenue of Rs. 61.56 Lacs in Financial Year 2013-14. Profit before tax is Rs. 1.07 Lacs as against the Loss of Rs. 126.42 Lacs in the previous financial year. Mega Corporation Limited is engaged in the business of operating Nationwide Air Charter Services (Non-Scheduled Air Craft). Mega Air Charter provides Safe, secure and comfortable journey with better services as compared to those available on a commercial flight. The said Aircraft has been given on lease to M/s Deccan Charters Private Limited for operation and maintenance, since the Directors thought it to be more beneficial and in the best interests of the Company. 6. HUMAN RESOURCES DEVELOPMENT Your Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. The Company's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workforce policies and benefits have addressed stress management, promoted work life balance. At present, there are two regular employees in your Company. 7. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 As there are only two regular employees in your Company, comprising of one male and female, the requirement of formation of committee and policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not there. 8. BUSINESS EXCELLENCE AND QUALITY INITIATIVES Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth. 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. 9. SUBSIDIARY COMPANY Your Company has a subsidiary namely Mega Airways Limited. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiary. The said subsidiary is not a material subsidiary In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of this report. 10. AMALGAMATION At the respective meetings held on 20th April, 2015, the Board of Directors of the Company and of its subsidiary company- Mega Airways Limited (MAL), have approved a scheme of amalgamation ("Scheme") between your Company, MAL and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956. Your Company has applied to the Reserve Bank of India and the BSE for obtaining No Objection Certificate from the respective authorities. The appointed date of the proposed scheme is 1 April, 2015. 11. CORPORATE GOVERNANCE REPORT As per Clause 49 of the listing agreement entered into with the BSE, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis report are given in a separate section in this Annual Report. 12. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that: i. in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures; ii. they 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 at the end of the financial year and of the profit of the Company for the financial year; iii. they have 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. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. AUDITORS AND SECRETARIAL AUDITORS REPORT There is no disqualification, reservation or adverse remark in the report of Auditors and Secretarial Auditors. The Secretarial Audit Report for financial year ended March 31, 2015 is annexed to this report as Annexure - D. 14. 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 Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the company and hence are not required to be given. The Company neither has any manufacturing unit nor any other activity where high levels of energy are used. The only usage of energy by the Company is in its office, where efforts are always made to save energy. The Foreign exchange earnings during the year was Nil (Previous Year Nil) and outflow during the year was Rs. 63,586/- (Previous year Rs. 69,99,891/-). 15. BOARD EVALUATION In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. The evaluation involves Self- Evaluation by the Board Member(s) and subsequent assessment by the Board of Directors. A member of the Board does not participate in discussion of his/her evaluation. The performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman. Some of the key criteria for performance evaluation are as follows - Performance evaluation of Directors: • Attendance at Board or Committee meetings. • Contribution at Board or Committee meetings. • Guidance/ support to management outside Board/ Committee meetings. Performance evaluation of Board and Committees: • Degree of fulfillment of key responsibilities. • Board culture and dynamics. • Quality of relationship between Board and management. • Efficacy of communication with external stakeholders. 16. DEPOSITS The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. 17. DIRECTORS Mr. Surendra Chhalani was also appointed as CFO w.e.f. 30 May, 2014 in accordance with the provisions of the Act. Mrs. Anisha Anand was appointed as an Additional Director w.e.f. 23 June, 2014, based on the recommendation of Nomination and Remuneration Committee made at its meeting held on 16th June, 2014 and regularized by the Shareholders at the Annual General Meeting of the Company held on 30.09.2014. Mr. Shurab Kumar has been redesignated as Whole- Time Director of the Company w.e.f. 20th April, 2015. Mr. Hulas Mal Lalani, Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval. 18. KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Section 203 of the Act, your Company has following Key Managerial Personnel(s): • Mr. Shurab Kumar- Whole-Time Director; • Mr. Surendra Chhalani- Chief Financial Officer; • Ms. Urvashi Aggarwal- Company Secretary. 19. AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Sipani & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 29th Annual General Meeting (AGM) of the Company till the conclusion of the 32nd AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. 20. PARTICULARS OF EMPLOYEES 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- F and forms part of this report. 21. CORPORATE SOCIAL RESPONSIBILITY (CSR) Your Company, at present, does not fall in any of the criteria(s) as provided under Section 135 of the Companies Act, 2013 and the rules framed thereunder. 22. MEETINGS OF THE BOARD OF DIRECTORS During the year 2014-15, 09 (Nine) meetings of the Board of Directors were held as follows: 1. 30 May 2014, 2. 23 June 2014, 3. 14 August 2014, 4. 4 September 2014, 5. 30 September 2014, 6. 10 November 2014, 7. 1 December 2014, 8. 12 February 2015, and 9. 31 March, 2015. The maximum time gap between any two consecutive meetings did not exceed 120 days. Details of the Board Meeting are provided in the Report on Corporate Governance, which forms a part of this Report. 23. COMPOSITION OF COMMITTEES a) Audit Committee The Audit Committee of your Company consists of Mr. Sachin Mehra as Chairman and Mr. Ajay Chopra and Mr. Surendra Chhalani as members of the Committee. Further, all recommendations made by Audit Committee were accepted by the Board of Directors. b) Nomination And Remuneration Committee The Nomination and Remuneration Committee comprises of Mr. Sachin Mehra, Mr. Ajay Chopra and Mr. Surendra Chhalani. Further, all recommendations made by Nomination and Remuneration Committee were accepted by the Board of Directors. c) Stakeholder Relationship Committee Stakeholders Relationship Committee comprises of Mr. Sachin Mehra as Chairman with Mr. Ajay Chopra and Mr. Surendra Chhalani as members of the Committee. The Committee is set up to monitor the process of share transfer, issue of fresh Share Certificates as well as review of redressal of investors/shareholders grievances. POLICY FOR DIRECTORS' APPOINTMENT AND REMUNERATION 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 C. RELATED PARTY TRANSACTIONS All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large. All Related Party Transactions are presented to the Audit committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions was presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The company has not made any investment and has not given any guarantee under Sec 186 of the Companies Act, 2013. Details of loans covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements. PAYMENT OF LISTING FEES Your Company has paid Listing fees for the Financial year 2015-16 to the BSE. 31. 28. Extract of Annual Return of the Company in the prescribed Form MGT-9, is appended as Annexure- E to this Board's Report. 29. RISK MANAGEMENT POLICY 30. Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity's objective. The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks. Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the Company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company. DECLARATION BY INDEPENDENT DIRECTORS Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. VIGIL MECHANISM Your Company has established 'Vigil Mechanism' for directors and employees to report concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguard against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company. INTERNAL FINANCIAL CONTROLS Your Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. SIGNIFICANT AND MATERIAL ORDERS No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's Operations in future. ACKNOWLEDGEMENTS The Directors wish to convey their appreciation to business associates for their support and contribution during theyear. The Directors would also like to thank the employees, shareholders, customers, suppliers, bankers and regulatory and government authorities for the continued support given by them to the Company and their confidence reposed in the management. For and on behalf of the Board of Directors Sd/-(Surendra Chhalani) Director and CFO DIN: 00002747 House No. 246, Sector 31, Faridabad- 121003 Place: New Delhi Date: 29.05.2015 |