Auditor Report of NCC Finance Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of NCC Finance Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companies internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter:

We draw attention to the Note No.13 to the financial statements with regard to the preparation of financial statements on a going concern basis. The company has discontinued its finance business.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

STATEMENT REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE

i. The Company does not have any fixed assets. Hence the provisions of Clause 4(i) (a), (b) and (c) of the Companies (Auditor''s Report) Order, 2003 are not applicable.

ii. The Company had no inventory during the year. Hence the provisions of clause 4(ii)(a), (b) and (c) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

iii. According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Hence, provisions of Clause 4(iii) (b), (c), (d), (e), (f) and (g) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

iv. According to the information and explanations given to us and in our opinion, the company during the year has neither purchased any inventory or fixed assets nor sold any good or services. Hence, reporting on internal control systems and major weaknesses in such internal control systems as stated in clause (iv) of the Companies (Auditor''s Report) Order, 2003 does not arise.

v. According to the information and explanations given to us and in our opinion, the company has not entered into any contracts or arrangements with the companies, firms or other parties entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956.

vi. According to the information and explanations given to us, the company has not accepted any deposits from the public.

vii. There is no internal audit system in vogue for the period covered by the audit.

viii. In our opinion and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act for any of the products / activities of company.

ix. (a) The company is generally regular in depositing undisputed applicable statutory dues with the appropriate authorities. At present, the provisions of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess are not applicable. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March 2014 for a period of more than six month from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues on account of Income Tax, Sales Tax, Wealth Tax, Service tax, Customs duty, Excise duty, Cess and other statutory dues as at 31st March 2014 which have not been deposited on account of any dispute.

x. Accumulated losses as at March 31, 2014 have exceeded the paid up equity share capital of the company. The company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. The company has not taken any loans from financial institutions or banks.

xii. In our opinion and according to the information and explanations given to us, company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a Chit Fund or a Nidhi or Mutual Benefit Fund / Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xiv. In our opinion and according to the information and explanations given to us, the company does not deal or trade in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xv. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loans during the year. Further, there are no term loans outstanding at the beginning of the year. Therefore, provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that the company has not utilized short term funds for long term purposes.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Therefore, the provisions of clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xix. According to the information and explanations given to us, the company has not issued any debentures. Therefore, the provisions of Clause 4(xix) of the Companies (Auditor''s Report) Order, 2003, are not applicable to the Company.

xx. The Company has not raised any money by public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For M Bhaskara Rao & Co.

Chartered Accountants Firm''s Registration Number: 000459S

V K Muralidhar

Partner Membership Number: 201570 Place : Hyderabad Date : May 26, 2014

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Mar 31, 2011

We have audited the attached Balance Sheet of NCC Finance Limited as at March 31, 2011 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, as amended, issued by the Central Government of India, in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956 (the ‘Act’), we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act.

(e) We draw attention to the Note No.2 in the Notes on accounts relating to preparation of financial statements on a going concern basis. The company has discontinued its finance business. The accumulated losses as at 31st March, 2011 have almost eroded the net worth of the company. These factors along with the other matters setforth in Note No.2 raise substantial doubt that the company will be able to continue as a going concern.

(e) In our opinion and based on the information and explanations given to us and written representations received from the Directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

(f) Subject to Para (e) above, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with notes on accounts and the significant accounting policies, give the information required by the act manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of Balance Sheet, of the state of affairs of the company as at March 31, 2011.

(ii) In the case of the Profit and Loss Account, of the loss for the year ended on that date, and

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

STATEMENT REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE

1. The Company does not have any fixed assets. Hence the provisions of Clause 4(i) (a), (b) and (c) of the Companies (Auditor's Report) Order, 2003 are not applicable.

2. The Company had no inventory during the year. Hence the provisions of clause 4(ii)(a), (b) and (c) of the Companies (Auditor’s Report) Order, 2003 as amended are not applicable to the company.

3. According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured from / to Companies firms are other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of Clause 4(iii) (b), (c), (d), (e), (f) & (g) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets, and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

5. In respect of contracts or arrangements entered in the register maintained in persuance of Section 301 of the Companies Act, 1956 to the best of our knowledge and belief and according to the information and explanations given to us.

(a) Ther are no contracts or arrangements referred to Insection 301 of the Companies Act, 1956 that need to be entered in the register maintained under the section.

(b) In our opinion, there are no transactions exceeding the value of rupees five lakhs in respect of any party during the year.

6. According to the information and explanations given to us, the company has not accepted any deposits from the public.

7. There is no internal audit system in vogue for the period covered by the audit.

8. In our opinion and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act for any of the products / activities of company.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employee’s State Insurance, Income Tax, Sales Tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March 2011 for a period of more than six month from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues on account of Income Tax, Sales Tax, Wealth Tax, Service tax, Customs duty, Excise duty, Cess and other statutory dues as at 31st March 2011 which have not been deposited on account of any dispute.

10. The company has accumulated losses eroding almost of its networth as on 31st March 2011 and it has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The company has not taken any loans from financial institutions or banks.

12. In our opinion and according to the information and explanations given to us, company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a Chit Fund or a Nidhi or Mutual Benefit Fund / Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 as amended are not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the company does not deal or trade in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 as amended are not applicable to the company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loans during the year. Further, there are no term loans outstanding at the beginning of the year. Therefore, provisions of clause 4(xv) of the Companies (Auditor's Report) Order, 2003 as amended are not applicable to the company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that the company has not utilized short term funds towards acquisition of fixed assets.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act. Therefore, the provisions of clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 as amended, are not applicable to the company.

19. According to the information and explanations given to us, the company has not issued any debentures. Therefore, the provisions of Clause 4(xix) of the Companies (Auditor’s Report) Order, 2003, as amended, are not applicable to the Company.

20. The Company has not raised any money by public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 as amended are not applicable to the company.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.



for M.BHASKARA RAO & CO.,

CHARTERED ACCOUNTANTS FIRM REGISTRATION NO: 000459S

V.K.MURALIDHAR

PARTNER Membership No. 201570

Place : Hyderabad Date : 26.05.2011

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Mar 31, 2010

We have audited the attached Balance Sheet of NCC Finance Limited as at 31st March, 2010 and also the Profit & Loss Account and the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003,as amended, issued by the Central Government of India, in terms of Section 227 (4-A) of Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2 Further to our comments in the Annexure referred to in Paragraph -1 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far, as appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash flow statement dealt with by this report is in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash flow statement dealt with by this report complies with the accounting

standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) We draw attention to the Note No.2 in the Notes on accounts relating to preparation of financial statements on a going concern basis. The company has discontinued its finance business. The accumulated losses as at 31st March, 2010 have almost eroded the net worth of the company. These factors along with the other matters set forth in Note No.2 raise substantial doubt that the company will be able to continue as a going concern.

f) In our opinion and based on the information and explanations given to us and written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 st March 2010 from being appointed as a Director in terms of Clause (g) of sub-section (T) of section 274 of the Companies Act, 1956.

g) Subject to Para (e) above, in our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with notes on accounts and the significant accounting policies, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the . State of affairs of the Company as at 31 st March 2010.

ii) In the case of the Profit & Loss Account, of the Loss for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the Cash flows for the year ended on that date.

STATEMENT REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

2 The company had no inventory during the year. Hence the provisions of Clause 4 (ii) (a),(b) and (c) of the Companies (Auditors Report) Order, 2003, as amended, are not applicable to the Company.

3. (a) According to the information and explanation given to us, the company had not granted any

unsecured Inter Corporate Deposit, which was covered in the register maintained under section 301 of the Companies Act, 1956.

(b) According to the information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.Therefore, the provisions of Clause 4(iii) (e), (f) and (g) of the Companies (Auditors Report) Order, 2003,as amended, are not applicable to the Company

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanation given to us, the transaction that

needed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which arc reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted any deposits from the public.

7. There is no internal audit system In vogue for the period covered by the audit.

a In our opinion and according to the information and explanations given to us, the central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) for any of the products I activity of the company.

9. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,Custom Duty, Excise Duty,Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were out standing as at 31 st March 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues on account of Income Tax, Sales Tax, Wealth Tax, Service tax, Customs Duty, Excise Duty, Cess and other statutory dues as at 31 st March 2010 which have not been deposited on account of any dispute.

10. The company has accumulated losses eroding almost of its net worth as of 31 st March 2010. However, it has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The Company has not taken any loans from financial institutions or banks.

12. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a Chit Fund or a Nidhi or Mutual Benefits Fund I Society.Therefore, the provisions of Clause 4(xiii) of the Companies (Auditors Report) Order, 2003, as amended, are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company does not deal or trade in shares, securities, debentures and other investments. Therefore, the provisions of Clause 4(xiv) of the Companies (Auditors Report) Order, 2003, as amended, are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the company has not availed any term loan during the year. Further there are no term loans outstanding at the beginning of the year.Therefore,the provisions of Clause 4(xvi) of the Companies (Auditors Report) Order, 2003, as amended, are not applicable to the Company.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that the Company has not utilized short-term funds towards acquisition of fixed assets.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies, Act, 1956.Therefore, the provisions of Clause 4(xviii) of the Companies (Auditors Report) Order, 2003, as amended, are not applicable to the Company.

19. According to the information and explanation given to us, the company has issued no debentures. Therefore, the provisions of Clause 4(xix) of the Companies (Auditors Report) Order, 2003, as amended, are not applicable to the Company.

20. The company has not raised any money by public issues during the year. Therefore, the provisions of Clause 4(xx) of the Companies (Auditors Report) Order, 2003, as amended, are not applicable to the Company.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

for M/s. M. Bhaskara Rao & Co., Chartered Accountants



Ch. RAJA RAO Partner Place: Hyderabad Date: May 12,2010 Membership No.7465