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Risks

• There may be potential conflict of interests between the Company and few of its Group Companies and other venture or enterprises promoted by its promoter or directors.

• The company promoters are also the promoters of "Mega Corporation Limited" which is presently listed at BSE Limited, there is very less trading in the equity shares of the company.

• The Company has been Debarred by Government of Bihar, Information and Public Relations Department.

• The Company does not have any documentary evidence for the educational qualifications for some of its directors.

• The Independent Directors of the Company have not provided their registration certificates for enrollment in the data bank maintained by Indian Institute of Corporate Affairs.

• Non availability of secretarial records of the company filed with ROC since incorporation and non-updating of recent records at MCA.

• Losses occurred by Group Companies.

• The company do not own the premises in which its registered office and branch office are located and the same are on lease arrangement. Any termination of such lease/license and/or non-renewal thereof and attachment by Property Owner could adversely affect its operations.

• Advertising business is dependent on availability of space or sites for publishing of ads or displaying the hoardings with the media agency. Any significant increase in the prices of such ad space or sites or nonavailability of such ad space or sites may adversely affect its business and results of operations.

• The company has given unsecured loan payable on demand to the group companies.

• The Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.

• The company business requires it to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect its business operations.

• The company is dependent on a number of key employees, including its senior management, and the loss of or the company inability to attract or retain such persons with specialized technical know-how could adversely affect its business, results of operations, cash flows and financial condition.

• There may be potential conflicts of interest if its Promoters or Directors get involved in any business activities that compete with or are in the same line of activity as the company business operations.

• The company has issued Equity Shares during the last one year from the date of filing of this Draft Red Herring Prospectus at a price that is below the Issue Price.

• The company lenders have charge over its movable and immovable properties in respect of finance availed by the company.

• The company Promoters will continue to retain majority control over the Company even after the Issue which will allow them to determine the outcome of matters submitted to shareholders for approval.

• If the company is unable to attract new clients or its existing clients do not renew their contract, the growth of its business and cash flows will be adversely affected.

• The company relies on third parties for providing its services, including designers, purchase of media and other material required for its advertising business.

• The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

• If the company is unable to maintain and enhance its brand and reputation, the sales of the company services may suffer which would have a material adverse effect on its business operations.

• The company insurance coverage may not be adequate to protect it against certain losses and this may have a material adverse effect on its business.

• The Company is involved in certain legal proceeding(s) and potential litigations. Any adverse decision in such proceeding(s) may render it/them liable to liabilities/penalties and may adversely affect its business and results of operations.

• The Objects of the Issue for which funds are being raised, are based on its management estimates and any bank or financial institution or any independent agency has not appraised the same.

• The company has not entered into any long-term contracts with any of its clients.

• Promoters who are directors as well, hold Equity Shares in the Company and are therefore interested in the company performance in addition to their remuneration and reimbursement of expenses.

• The company may be unable to respond to changes in consumer demands and market trends in a timely manner.

• If the company is unable to attract new customers or its existing customers do not allocate a greater portion of their marketing spend to it, the company revenue growth will be adversely affected.

• The company ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.

• The average cost of acquisition of Equity Shares by its Promoters, is lower than the Issue Price of Equity Share.

• The Issue price of its Equity Shares may not be indicative of the market price of its Equity Shares after the Issue and the market price of the company Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or above the Issue Price.

• The requirements of being a public listed company may strain its resources and impose additional requirements.

• The company operations could be adversely affected by disputes with employees.

• Interest rate fluctuations may adversely affect the Company`s business.

• The price of its Equity Shares may be volatile, or an active trading market for the company Equity Shares may not develop.