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Mega Corporation Ltd.

BSE: 531417 Sector: Financials
NSE: N.A. ISIN Code: INE804B01023
BSE 00:00 | 03 Feb 1.78 -0.09
(-4.81%)
OPEN

1.86

HIGH

1.88

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1.78

NSE 05:30 | 01 Jan Mega Corporation Ltd
OPEN 1.86
PREVIOUS CLOSE 1.87
VOLUME 105547
52-Week high 4.86
52-Week low 1.78
P/E 35.60
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.86
CLOSE 1.87
VOLUME 105547
52-Week high 4.86
52-Week low 1.78
P/E 35.60
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mega Corporation Ltd. (MEGACORP) - Auditors Report

Company auditors report

TO THE MEMBERS OF MEGA CORPORATION LIMITED

Report on the Audit of the Ind AS Financial Statements

OPINION

We have audited the accompanying Ind AS financialstatements of Mega Corporation Limited("the Company") which comprise the balance sheet as at 31st March 2022 theStatement of Profit and Loss (including Other Comprehensive

Income) the Statement of Changes in Equity and the Statement of Cash Flows for theyear ended on that date and a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 (the "Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 and its profit/loss totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the financialstatements in accordance with the Standards onAuditing ("SA"s) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India ("ICAI") together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions Act and the Rules made thereunder and we have fulfilledour other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the financial statements

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financialstatements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined that there are no key audit matters to be communicated in our report.

Information other than the financial statements and auditors' report thereon

The Company's board of directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report but does not include the financial statementsand our auditor's report thereon. Our opinion on the financial statements does not coverthe other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financialstatements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financialposition financial performance including othercomprehensive income changes in equity and cash flowsof the Company in accordance withthe

Ind AS and other accounting principles generally accepted in India. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financialcontrols that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may continue as a going concern. If weconclude that a material castsignificant uncertainty exists we are required to drawattention in our auditor's report to the related disclosures in the financial statementsor if such disclosures are inadequate to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However futureevents or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significantaudit significantdeficiencies ininternal control that we findingsincluding any identify during our audit. We also providethose charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence and whereapplicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the ‘Annexure A' a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books. c) The Balance Sheet the Statement of Profit and Lossincluding Other Comprehensive Income Statement of Changes in Equity and the Statement ofCash Flows dealt with by this Report are in agreement with the d) In our opinion theaforesaid financial statements comply with the Accounting Standards specified under

Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. e) Onthe basis of the written representations received from the directors as on 31st March2022 taken on record by the Board of Directors none of the directors is disqualified ason 31st March 2022 from being appointed as a director in terms of Section 164 (2) of theAct. f) With respect to the adequacy of the internal financial controls with reference tofinancialstatements of the

Company and the operating effectiveness of such controls refer to our separate Reportin ‘Annexure B'. g) With respect to the matter to be included in the Auditor's Reportunder section 197(16) In our opinion and according to the information and explanationsgiven to us the remuneration paid by the Company to its directors during the current yearis in accordance with the provisions of section 197 of the Act. The remuneration paid toany director is not in excess of the limit laid down under section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under section 197(16) whichare required to be commented upon by us. h) With respect to the other matters to beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our information and according tothe explanations given to us: i. The Company has disclosed pending litigations and theimpact on its financial position - refer note 28 to the Financial Statements. ii. TheCompany did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses. iii. There were no amounts which were requiredto be transferred to the Investor Education and Protection Fund by the Company. iv. (a)The management has represented that to the best of it's knowledge and belief other thanas disclosed in the notes to the accounts no funds have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind offunds) by the company to or in any other person(s) or entity(ies) including foreignentities ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of thecompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of it's knowledge and beliefother than as disclosed in the notes to the accounts no funds have been received by thecompany from any person(s) or entity(ies) including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that thecompany shall whether directly or indirectly lend or invest in other persons orentities identifiedin any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and(b) above contain any material mis-statement. v. No dividend have been declared or paidduring the year by the company.

For A G M S & CO
Chartered Accountants
Firm Registration No: 021141N
Sd/-
CA Chunni Lal Golchha
Partner
M No. 080597
UDIN: 22080597AJYBVT8837
Date: 30th May 2022
Place: Vaishali Ghaziabad

Annexure ‘A' The Annexure referred to in paragraph 1 of Our Report on "OtherLegal and Regulatory Requirements".

We report that:

(i) (a) (A) The company is maintaining proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment;

(B) As explained to us the company has no intangible assets therefore no comments arerequired whether the company is maintaining proper records showing full particulars ofintangible assets; (b) As explained to us Property Plant and Equipment have beenphysically verified by the management at reasonable intervals; no material discrepancieswere noticed on such

(c) According to the information and explanations given by the management there are noimmovable properties hence reporting whether the title deeds of all the immovableproperties (other than properties where the company is the lessee and the lease agreementsare duly executed in favour of the lessee) disclosed in the financial statements are heldin the name of the company are not applicable to the company.

(d) The company has not revalued its Property Plant and Equipment (including Right ofUse assets) or intangible assets or both during the year.

(e) As explained to us no proceedings have been initiated or are pending against thecompany for holding any benami property under the Benami Transactions (Prohibition) Act1988 (45 of 1988) and rules made thereunder.

(ii) (a) As explained to us the company has no inventories therefore no comments arerequired whether physical verification of inventory has been conducted at reasonableintervals by the management.

(b) As explained to us the company has no sanctioned working capital limits on thesecurity of current assets therefore no comments are required whether the quarterlyreturns or statements filed by the company with such banks or financial institutions arein agreement with the books of account of the Company.

(iii) (a) Clause (iii) (a) is not applicable as the principal business of the companyis to give loans.

(b) According to the information and explanations given to us and the records producedbefore us the investments made guarantees provided security given and the terms andconditions of the grant of all loans and advances in the nature of loans and guaranteesprovided are not prima facie prejudicial to the company's interest. (c) The loans arerepayable on demand on or before the agreed period. Tenure of loan can be mutuallyextended as well. Schedule of repayment of interest as agreed is regularly accountedfor. (d) The total amount overdue for more than ninety days is Rs.1203945/- andreasonable steps have been taken by the company for recovery of the principal andinterest.

(e) Clause (iii) (a) is not applicable as the principal business of the company is togive loans.

(f) The company has granted loans or advances in the nature of loans either repayableon demand or without specifying any terms or period of repayment:

• Aggregate amount of loans or advances in the nature of loans given during theyear is Rs.143420000/-.

• Percentage thereof to the total loans granted is 100%.

Aggregate amount of loans granted to Promoters related parties as defined in clause(76) of section 2 of the Companies Act 2013 is 34520000/-.

(iv) In respect of loans investments guarantees and security provisions of sections185 and 186 of the Companies Act have been complied with. (v) The company has not acceptedany deposits or amounts which are deemed to be deposits covered under sections 73 to 76 ofthe Companies Act 2013. Accordingly the provisions of clause 3(v) of the order are notapplicable.

(vi) As per information & explanation given by the management maintenance of costrecords has not been specified by the Central Government under sub-section (1) of section148 of the Companies Act.

(vii) (a) According to the records made available to us company is regular indepositing undisputed statutory dues including Goods and Services Tax provident fundemployees' state insurance income-tax sales-tax service tax duty of customs duty ofexcise value added tax cess and any other statutory dues to the appropriate authorities.According to the information and explanation given to us there were no outstandingstatutory dues as on 31st of March 2022 for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us there is no statutorydues referred to in subclause (a) that have not been deposited on account of any dispute.

(viii) According to the information and explanations given by the management notransactions not recorded in the books of account have been surrendered or disclosed asincome during the year in the tax assessments under the Income Tax Act 1961.

(ix) (a) In our opinion and according to the information and explanations given by themanagement we are of the opinion that the company has not defaulted in repayment of loansor other borrowings or in the payment of interest thereon to any lender except followinglenders.

Nature of borrowing including debt securities Name of lender Amount not paid on due date Whether principal or interest No. of days delay or unpaid Remarks if any
As per annexure 1

(b) According to the information and explanations given by the management the companyis not declared willful defaulter by any bank or financial institution or other lender;

(c) In our opinion and according to the information and explanations given by themanagement the Company has not obtained any term loan therefore clause 3(ix) (c) of CARO2020 is not applicable whether term loan was applied for the purpose for which the loanswere obtained.

(d) In our opinion and according to the information and explanations given by themanagement funds raised on short term basis have not been utilised for long termpurposes.

(e) In our opinion and according to the information and explanations given by themanagement the company has not taken any funds from any entity or person on account of orto meet the obligations of its subsidiaries associates or joint ventures (f) In ouropinion and according to the information and explanations given by the management thecompany has not raised loans during the year on the pledge of securities held in itssubsidiaries joint ventures or associate companies.

(x) (a) Based on our audit procedures and according to the information given by themanagement the company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year.

(b) The company has not made any preferential allotment or private placement of sharesor convertible debentures (fully partially or optionally convertible) during the year.

(xi) (a) According to the information and explanations given by the management nofraud by the company or any fraud on the company has been noticed or reported during theyear;

(b) According to the information and explanations given by the management no fraud bythe company or any fraud on the company has been noticed therefore report undersub-section (12) of section 143 of the

Companies Act is not applicable;

(c) According to the information and explanations given to us by the management nowhistle-blower complaints had been received by the company (xii) The company is not aNidhi Company. Therefore clause xii is not applicable on the company. (xiii) According tothe information and explanations given to us all transactions with the related partiesare in compliance with sections 177 and 188 of Companies Act where applicable and thedetails have been disclosed in the financial statements etc. as required by theapplicable accounting standards;

(xiv) (a) According to the information and explanations given by the management thecompany has an internal audit system commensurate with the size and nature of itsbusiness;

(b) the reports of the Internal Auditors for the period under audit were considered byus.

(xv) On the basis of the information and explanations given to us in our opinionduring the year the company has not entered into any non-cash transactions with directorsor persons connected with him.

(xvi) (a) In our Opinion and based on our examination the Company is required to beregistered under section

45-IA of the Reserve Bank of India Act 1934 (2 of 1934) and the registration has beenobtained;

(b) In our Opinion and based on our examination the Company has not conducted anyNon-Banking Financial of Registration (CoR) from theReserveorHousingFinanceactivitieswithout Bank validCertificate of

India as per the Reserve Bank of India Act 1934

(c) In our Opinion and based on our examination the Company is not a Core InvestmentCompany (CIC) as defined in the regulations made by the Reserve Bank of India.

(d) According to the information and explanations given by the management the Groupdoes not have any CIC as part of the Group.

(xvii) Based on our examination the company has not incurred cash losses in thefinancial year and in the immediately preceding financial year.

(xviii) There has been resignation of the statutory auditors during the year and wehave taken into consideration the issues objections or concerns raised by the outgoingauditors. (xix) On the information obtained from the management and audit proceduresperformed and on the basis of the financial ratios ageing and expected dates ofrealisation of financialliabilities assetsandpaymentof other informationaccompanying the financial statements the auditor's knowledge of the Board of Directorsand management plans we are of the opinion that no material uncertainty exists as on thedate of the audit report that company is capable of meeting its liabilities existing atthe date of balance sheet as and when they fall due within a period of one year from thebalance sheet date;

(xx) Based on our examination the provision of section 135 of Companies Act are notapplicable on the company. Hence this clause is not applicable on the company.

(xxi) The company is not required to prepare Consolidate financial statement hence thisclause is not applicable.

For A G M S & CO
Chartered Accountants
Firm Registration No: 021141N
Sd/-
CA Chunni Lal Golchha
Partner
M No. 080597
UDIN: 22080597AJYBVT8837
Date: 30th May 2022
Place: Vaishali Ghaziabad

Annexure‘B' Report on Internal Financial Controls with reference to financial statements Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MegaCorporation Limited ("the Company") as of March 31 2022 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management isresponsibleforestablishingandmaintaininginternalfinancialcontrols based on the by theCompany considering the essential components internalcontroloverfinancial of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the CompaniesAct 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance aboutwhetheradequateinternalfinancialcontrols over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. financialcontrol over financial A company's internalreporting includes those policies and procedures that

1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company; 2. providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2022 based on theinternal control over financialreporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For A G M S & CO
Chartered Accountants
Firm Registration No: 021141N
Sd/-
CA Chunni Lal Golchha
Partner
M No. 080597
UDIN: 22080597AJYBVT8837
Date: 30th May 2022
Place: Vaishali Ghaziabad

 

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