Directors Report of NCC Finance Ltd.

Mar 31, 2014

Dear members,

The Directors present the 20th Annual Report together with Audit Financial Statement of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs in Lakhs)

Particulars 2013-2014 2012-2013

Gross Income 1.27 1.22

Profit / (Loss) before interest, depreciation and tax (1.35) (2.17)

Interest - -

Profit / (Loss) before depreciation & tax (1.35) (2.17)

Depreciation - -

Profit/(Loss) before Tax (1.35) (2.17)

Provision for Tax - -

Profit / (Loss) After Tax (1.35) (2.17)

Balance of loss b/f from previous year (590.71) (588.54)

Accumulated Loss (592.06) (590.71)

DIVIDEND:

In view of the loss suffered by the company, your Board regrets for its inability to recommend dividend for the year ended 31-3-2014.

REVIEW OF OPERATIONS:

During the year your Company has earned a gross income of Rs 1.27 lakhs (previous year Rs 1.22 lakhs) which has resulted in net loss of Rs. 1.35 lakhs. The company is exploring various alternatives available for restructuring its business.

PUBLIC DEPOSITS:

During the year the Company has not accepted any Deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Director''s confirm as under.

a) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we 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 March 31,2014 and of the loss suffered by the company for the year ended on that date;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

d) the accounts for the year ended March 31,2014 have been prepared on a going concern basis.

DISCLOSURES:

Personnel

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees'') Rules, 1975 as amended are Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. The Company did not have any foreign exchange earnings and foreign exchange outgo during the year under review.

DIRECTORS

Sri A G K Raju, Director retires by rotation and being eligible offers himself for re-appointment.

AUDITORS:

The Auditors of your Company, M/s M Bhaskara Rao & Co. retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment as auditors of the Company to hold office up to the conclusion of the next Annual General Meeting.

COMMENTS OF AUDITORS:

The observations/comments made by the auditors in their report attached have been suitably clarified/explained in terms of Section 217 (3) of the Companies Act, 1956, the Directors state as follows:

In order to overcome the current situation and put the company back on successful track, the company is exploring alternative business opportunities. The Company has also taken necessary steps to recover the dues outstanding from defaulting clients.

Item No.7 of the annexure to the Audit Report.

Although the Company has no formal internal audit system, there are necessary internal control systems which are sufficient to take care of the present size of operations of the company.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation and gratitude to the Company''s Bankers and Shareholders of the company and look forward for the same in greater measure.

For and on behalf of the Board

A G K RAJU Y D MURTHY

DIRECTOR DIRECTOR

Place : Hyderabad Date : 26-05-2014

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Mar 31, 2013

To The Members of NCC Finance Limited

The Directors present the 19th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs.in Lakhs)

Particulars 2012-2013 2011-2012

Gross Income 1.22 1.08

Proft / (Loss) before interest, depreciation and tax (2.17) (5.60)

Interest

Proft / (Loss) before depreciation & tax (2.17) (5.60)

Depreciation

Proft/ (Loss) before Tax (2.17) (5.60)

Provision for Tax

Proft / (Loss) After Tax (2.17) (5.60)

Balance of loss b/f from previous year (588.54) (582.94)

Accumulated Loss (590.71) (588.54)

DIVIDEND:

In view of the loss sufered by the company, your Board regrets for its inability to recommend dividend for the year ended 31-3-2013.

REVIEW OF OPERATIONS:

During the year your Company has earned a gross income of ` 1.22 lakhs (previous year ` 1.08 lakhs) which has resulted in net loss of `2.17 lakhs. The company is exploring various alternatives available for restructuring its business.

PUBLIC DEPOSITS:

During the year the Company has not accepted any Deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Director''s confrm as under.

a) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we 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 afairs of the Company as at March 31, 2013 and of the loss sufered by the company for the year ended on that date;

c) we have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

d) the accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

DISCLOSURES: Personnel

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees'') Rules, 1975 as amended are Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. The Company did not have any foreign exchange earnings and foreign exchange outgo during the year under review.

DIRECTORS

Sri M Peddi Raju, Director retires by rotation and being eligible ofers himself for re-appointment.

Sri A Srinivas Rama Raju Director had resigned from the Board with efective from 11th February, 2013 due to pre- occupation with other activities and the Board place on record its sincere appreciation of the valuable contribution made by Sri.A Srinivasa Rama Raju during his tenure as Director on the Board of the Company

AUDITORS:

The Auditors of your Company, M/s M Bhaskara Rao & Co. retire at the forthcoming Annual General Meeting and being eligible ofer themselves for reappointment as auditors of the Company to hold ofce up to the conclusion of the next Annual General Meeting.

COMMENTS OF AUDITORS:

The observations/comments made by the auditors in their report attached have been suitably clarifed/explained in terms of Section 217 (3) of the Companies Act, 1956. The Company has internal control systems commensurate with the size of is present opeartions

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation and gratitude to the Company''s Bankers and Shareholders of the company and look forward for the same in greater measure.

For and onbehalfof the Board

A G K RAJU M PEDDI RAJU

DIRECTOR DIRECTOR

Place : Hyderabad

Date : 23-05-2013

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Mar 31, 2011

The Members, NCC Finance Limited

The Directors present the 17th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars 2010-2011 2009-2010

Gross Income 1.72 12.64

Profit / Loss before interest, depreciation (12.73) (11.85) and tax

Interest 0.01 0.01

Profit / Loss before depreciation & tax (12.74) (11.86)

Depreciation - -

Profit/Loss before Tax (12.74) (11.86)

Provision for Tax - 3.21

Profit / Loss After Tax (12.74) (15.07)

Balance of loss b/f from previous year (585.19) (570.12)

Accumulated Loss (597.93) (585.19)

DIVIDEND:

In view of the loss suffered by the company, your Board regrets for its inability to recommend dividend for the year ended 31-3-2011.

REVIEW OF OPERATIONS:

During the year your Company has earned a gross income of Rs. 1.72 lakhs (previous year Rs. 12.64 lacs) which has resulted in net loss of Rs. 12.74 lakhs. During the year under review, your Company has recovered Bad Debts amounting to Rs. 0.50 lakhs written of in the earlier year(s). The company is exploring various alternatives available for restructuring its business.

PUBLIC DEPOSITS:

During the year the Company has not accepted any Deposits.

FUTURE OUTLOOK:

The Company will continue its efforts in the recovery of the outstanding amounts from parties who have defaulted earlier.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Director’s confirm as under.

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that

a) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2011 and of the loss suffered by the company for the year ended on that date;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

d) the accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

DISCLOSURES:

Personnel

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees’) Rules, 1975 as amended are Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. The Company did not have any foreign exchange earnings and foreign exchange outgo during the year under review.

DIRECTORS

Sri A G K Raju, Director retires by rotation and being eligible offers himself for re-appointment.

AUDITORS:

The Auditors of your Company, M/s M Bhaskara Rao & Co. retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment as auditors of the Company to hold office up to the conclusion of the next Annual General Meeting.

COMMENTS OF AUDITORS:

The observations/comments made by the auditors in their report attached have been suitably clarified/ explained in terms of Section 217 (3) of the Companies Act,1956, the Directors state as follows:

1) For Item No.2 (e) of the Audit Report read with Note.2 of the Schedule IX(B):

In order to overcome the current situation and put the company back on successful track, the company is exploring alternative business opportunities. The Company has also taken necessary steps to recover the dues outstanding from defaulting clients and during the year the company has recovered bad debts amounting to Rs..0.50 lakhs which were written of in earlier years.

2) Item No.7 of the annexure to the Audit Report.

Although the Company has no formal internal audit system, there are necessary internal control systems which are sufficient to take care of the present size of operations of the company.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation and gratitude to the Company’s Bankers and Shareholders for their continued support. Your Directors also place on record their appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

A G K RAJU A S R RAJU DIRECTOR DIRECTOR

Place : Hyderabad Date : 26-05-2011

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Mar 31, 2010

The Directors present the 16* Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS (Rupees in Lakhs)

Particulars 2009-2010 2008-2009

Gross Income 12.64 11.63

Profit / (Loss) before interest, depreciation and tax (11.85) (9.49)

Interest 0.01 -

Profit/ (Loss) before depreciation & tax (11.86) (9.49) Depreciation

Profit/ (Loss) before Tax (11.86) (9.49)

Provision for Tax 3.21 0.52

Profit/(Loss) After Tax (15.07) (10.01)

Prior Year Taxes - 11.94

Profit/(Loss) after prior period adjustments (15.07) 1.93

Balance of loss b/f from previous year (570.12) (572.05)

Accumulated Loss (585.19) (570.12)

DIVIDEND:

In view of the loss suffered by the company your Board regrets for its inability to recommend dividend for the year ended 31 -3-2010.

REVIEW OF OPERATIONS:

During the year your Company has earned a gross income of Rs.12.64 lakhs (previous year Rs.11.63 lacs) which has resulted in net loss of Rs.15.07 lakhs. As the members are aware, as the hire purchase and leasing activity had become highly competitive and no longer viable, the company had surrendered the RBI Registration in the year 2002 and diversified into Software related activities. As the financial position of the company is not sound due to accumulated

losses, the company is not in a position to ramp up the operations in the software development area. The Company has taken necessary steps to recover the dues from defaulting clients and is hopeful that the dues will be realized to the maximum extent in the near future. During the year under review, your Company has recovered Bad Debts amounting to Rs.11.60 lakhs written off in the earlier year(s). The company is exploring various alternatives available for restructuring its business.

PUBLIC DEPOSITS:

During the year the Company has not accepted any Deposits.

FUTURE OUTLOOK:

DISCLOSURES:

The Company will continue its efforts in the recovery of the outstanding amounts from parties who have defaulted earlier.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under

a) in the preparation of the annual accounts for the year ended March 31,2010, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2010 and of the loss suffered by the company for the year ended on that date;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;and

d) the accounts for the year ended March 31,2010 have been prepared on a going concern basis.

Personnel

Information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the provisions relating to Conservation of Energy or Technology Absorption are not applicable. The Company did not have any foreign exchange earnings and foreign exchange outgo during the year under review.

DIRECTORS

Sri A S R Raju, Director retires by rotation and being eligible offers himself for re-appointment.

AUDITORS:

The Statutory Auditors of your Company, M/s M Bhaskara Rao & Co. retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment as Statutory Auditors of the Company to hold office up to the conclusion of the next Annual General Meeting.

COMMENTS OF AUDITORS:

The observations/comments made by the auditors in their report attached, have been suitably clarified/ explained interms of Section 217 (3) of the Companies Act,1956 the Directors state as follows:

1) For Item No.2 (e) of the Audit Report read with Note.2 of the Schedule X(B):

In order to overcome the current situation and put the company back on successful track, the company is exploring alternative business opportunities. The Company has also taken necessary steps to recover the dues outstanding from defaulting clients and during the year the company has recovered bad debts amounting to Rs.11.60 lakhs which were written off in earlier years.

2) Item No.7 of the annexure to the Audit Report.

ACKNOWLEDGEMENTS:

Although the Company has no formal internal audit system, there are necessary internal control systems which are sufficient to take care of the present size of operations of the company.

CORPORATE GOVERNANCE:

In pursuance of clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the annual report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under said clause also forms part of the Annual Report.

Your Directors wish to place on record their sincere appreciation and gratitude to the Companys Bankers and Shareholders for their continued support. Your Directors also place on record their appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

Place: Hyderabad A G K RAJU

Date: 12-05-2010 Director