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நிறுவன பெயரின் முதல் சில எழுத்துக்களை நிரப்பி 'கோ' பட்டனை கிளிக் செய்யவும்

NCC Ltd. இன் முடிவுகள்

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

To the Members of NCC Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial
statements of NCC Limited ("the Company"), which includes 5
branches and 30 joint operations comprising the Balance sheet
as at March 31,2023, the Statement of Profit and Loss, including
the statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity for the
year then ended, and notes to the standalone Ind AS financial
statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred
to as "the standalone Ind AS financial statements").

In our opinion and to the best of our information and according
to the explanations given to us and based on the consideration
of reports of branch auditors and other auditors on separate
financial statements and on the other financial information of
the branches and joint operations referred to in Other Matter
paragraph below, the aforesaid standalone Ind AS financial
statements give the information required by the Companies
Act, 2013, as amended ("the Act") in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2023, its profit including other
comprehensive income, its cash flows and the changes in equity
for the year ended on that date.

Basis for Opinion

Company in accordance with the ''Code of Ethics'' issued by the
Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
Ind AS financial statements for the financial year ended March
31, 2023. These matters were addressed in the context of our
audit of the standalone Ind AS financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in
that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor''s responsibilities for
the audit of the standalone Ind AS financial statements section
of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the standalone Ind AS financial statements. The results of our
audit procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on the
accompanying standalone Ind AS financial statements.

Information Other than the Financial Statements and
Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report, but does not include the standalone
Ind AS financial statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS financial statements does
not cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial
statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.

Responsibilities of Management for the Standalone Ind AS
Financial Statements

The Company''s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone Ind AS financial statements that give a true
and fair view of the financial position, financial performance
including other comprehensive income, cash flows and changes
in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of
the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable
and prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation
of the standalone Ind AS financial statements that give a true
and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the standalone Ind AS financial statements,
management is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the

Company or to cease operations, or has no realistic alternative
but to do so.

Those charged with governance are also responsible for
overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone
Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone Ind AS financial statements as a whole are free
from material misstatement, whether due to fraud or error, and
to issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
standalone Ind AS financial statements.

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

â¢ Identify and assess the risks of material misstatement of
the standalone Ind AS financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls with reference to financial statements in place and
the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

â¢ Conclude on the appropriateness of management''s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Company''s ability to continue as a going
concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report
to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to
the date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue as
a going concern.

â¢ Evaluate the overall presentation, structure and content of
the standalone Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

â¢ For the branches and joint operations included in the
standalone Ind AS financial statements, which have been
audited by other auditors, such other auditors remain
responsible for the direction, supervision and performance
of the audits carried out by them. We remain solely
responsible for our audit opinion.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone Ind AS financial
statements for the financial year ended March 31, 2023 and
are therefore the key audit matters. We describe these matters
in our auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

Other Matter

We did not audit the financial statements and other financial
information of 4 branches and 11 joint operations included in
the accompanying standalone Ind AS financial statements of
the Company whose financial statements and other financial
information reflect total assets of '' 256.24 crores as at March
31, 2023 and the total revenues of '' 247.51 crores and net
cash inflows of '' 7.99 crores for the year ended on that date.
These financial statements/information of these branches and
joint operations have been audited by the branch auditors and
other auditors respectively, whose reports have been furnished
to us, and our opinion in so far as it relates to the amounts and

disclosures included in respect of branches and joint operations,
is based solely on the report of such branch auditors and other
auditors respectively.

Of these, 1 branch is located outside India whose financial
statements and other financial information have been prepared
in accordance with accounting principles generally accepted in
their respective country and which has been audited by branch
auditors under generally accepted auditing standards applicable
in their respective country. The Company''s management has
converted the financial statement of such branch located outside
India from accounting principles generally accepted in their
respective country to accounting principles generally accepted in
India. We have audited these conversion adjustments made by
the Company''s management. Our opinion in so far as it relates
to the balances and affairs of such branch located outside India
is based on the report of branch auditors and the conversion
adjustments prepared by the management of the Company and
audited by us.

Our opinion on the standalone Ind AS financial statements and
our report on Other Legal and Regulatory requirements below is
not modified in respect of these matters.

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 of the Act,
we give in the "Annexure 1" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and 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 it
appears from our examination of those books and
proper returns adequate for the purposes of our audit
have been received from the branches not visited by
us;

(c) The reports on the accounts of the branch offices of
the Company audited under Section 143(8) of the Act
by branch auditors have been sent to us and have
been properly dealt with by us in preparing this report;

(d) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account and with the
returns received from the branches not visited by us;

(e) In our opinion, the aforesaid standalone Ind AS
financial statements comply with the Accounting
Standards specified under Section 133 of the Act,
read with Companies (Indian Accounting Standards)
Rules, 2015, as amended;

(f) On the basis of the written representations received
from the directors as on March 31, 2023 taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2023 from being
appointed as a director in terms of Section 164 (2) of
the Act;

(g) With respect to the adequacy of the internal financial
controls with reference to these standalone Ind AS
financial statements and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure 2" to this report;

(h) In our opinion, the managerial remuneration for the
year ended March 31, 2023 has been paid/provided
by the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to the
Act; and

(i) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone Ind AS financial statements - Refer
Note 34(i) and 41 to the standalone Ind AS
financial statements;

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company

iv. a) The management has represented that, to

the best of its knowledge and belief, no funds
have been advanced or loaned or invested
(either from borrowed funds or share premium
or any other sources or kind of funds) by the
Company to or in any other persons or entities,
including foreign entities ("Intermediaries"),
with the understanding, whether recorded in

writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b) The management has represented that, to
the best of its knowledge and belief, no funds
have been received by the Company from any
persons or entities, including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;
and

c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (a) and
(b) contain any material misstatement.

v. The dividend declared or paid by the Company
during the year in respect of the same declared
for the previous year is in accordance with
section 123 of the Act to the extent it applies to
payment of dividend.

vi. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable for the
Company only with effect from April 1, 2023,
reporting under this clause is not applicable.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Navneet Rai Kabra

Partner

Membership Number: 102328

UDIN: 23102328BGSBNB9829

Place of Signature: Hyderabad

Date: May 26, 2023

Mar 31, 2022

Report on the Audit of the Standalone Ind AS Financial StatementsOpinion

We have audited the accompanying standalone Ind AS financial statements of NCC Limited ("the Company"), which includes 5 branches and 30 joint operations comprising the Balance sheet as at March 31, 2022, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone Ind AS financial statements).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the branch auditors and other auditors on the separate financial statements and on the other financial information of the branches and joint operations referred to in the Other Matter paragraph below, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2022, its profit including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the standalone Ind AS financial statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we and other auditors, referred to in the Other Matter paragraph below, have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2022. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters	How our audit addressed the key audit matters
Trade receivables and contract assets
Total trade receivables and total contract assets amounting to '' 2,492.23 crores and '' 4,628.25 crores respectively, represents approximately 51.50% of the total assets of the Company as at March 31, 2022. In assessing the recoverability of the aforesaid balances and determination of allowance for expected credit loss, management''s judgement involves consideration of aging status, historical payment records, evaluation of litigations, the likelihood of collection based on the terms of the contract and the credit information of its customers. Management estimation is required in the measurement of work completed as at year end for recognition of unbilled revenue. We considered this as key audit matter due to the materiality of the amounts and significant estimates and judgements as stated above.	Our audit procedures amongst others included the following: â¢ We understood and tested on a sample basis the design and operating effectiveness of management controls over the recognition and the recoverability of the trade receivables and contract assets. â¢ We performed test of details and tested relevant contracts, documents and subsequent settlements for material trade receivable balances and amounts included in contract assets that are due on performance of future obligations. â¢ We tested the aging of trade receivables at the year end. â¢ We performed test of details and tested relevant contracts and documents with specific focus on measurement of work completed as at the year-end for material unbilled revenue balances included in contract asset. â¢ We performed additional procedures, in respect of material over-due trade receivables and long outstanding contract assets, i.e. tested historical payment records, correspondence with customers and legal advice obtained by the management on litigations from legal experts. â¢ We evaluated the competence, capabilities and objectivity of the aforesaid legal experts. â¢ We performed additional procedures in respect of balances disclosed in note 47, which include review of communications to/ from customers, physical inspection of work done in respect of unbilled revenue, verification of last bills certified, etc. â¢ We assessed the allowance for expected credit loss made by management.
Carrying value of investment made in a subsidiary
The Company''s carrying value of investment in NCC Infrastructure Holdings Limited (''NCCIHL''), a subsidiary, as at March 31, 2022 is '' 388.53 crores which is higher by '' 176.28 crores as compared to the Company''s share of net worth in NCCIHL as per its audited financial statements. (refer note 4.3) Management''s assessment of the recoverable amount of the investment in the above subsidiary has been identified as a key audit matter due to the significance of the carrying value of the investment and that it requires the management to make significant estimate of future cash flows including from the claims filed/won at arbitration by NCCIHL which are sub-judice and not accounted for, by taking into consideration the management''s internal assessment and legal advice on the tenability of these claims.	Our audit procedures amongst others included the following: â¢ We obtained and read management''s assessment of the recoverable amount of the investment. â¢ We traced the net worth of NCCIHL to the audited financial statements of NCCIHL as at and for the year ended March 31,2022, audited by another firm of chartered accountants. â¢ We obtained a summary of the claims filed by NCCIHL but not accounted for. We read and assessed the legal advice obtained by the Company from expert in respect of the tenability of the above claims. â¢ We obtained and read the arbitration orders received in favor of NCCIHL. â¢ We evaluated the competence, capabilities and objectivity of the aforesaid expert. â¢ We assessed the allowance for impairment made by management.

Key audit matters

How our audit addressed the key audit matters

Indirect tax litigations

The Company is subject to assessments by tax authorities on various indirect tax matters resulting into litigations/disputes (refer note 34(i) (a) to the standalone Ind AS financial statements).

The tax matters involve material amounts which are at various stages and the proceedings take significant time to resolve.

Management exercises significant judgement in assessing the financial impact of the tax matters due to the complexity of the cases and involvement of various tax authorities.

Accordingly, we have identified this as a key audit matter.

Our audit procedures amongst others included the following:

â¢ We obtained list of indirect tax litigations as at March 31, 2022 from the management.

â¢ We discussed the matters with the management to understand the possible outcome of these disputes.

â¢ We involved our experts to review the management''s assessment of the possible outcome of the disputes relating to indirect tax litigations.

â¢ We assessed management''s assumptions and estimates in respect of contingent liability disclosure in note 34(i)(a) to the accompanying standalone Ind AS financial statements.

We have determined that there are no other key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

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

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone Ind AS financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2022 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

We did not audit the financial statements and other financial information of 4 branches and 11 joint operations included in the accompanying standalone Ind AS financial statements of the Company whose financial statements and other financial information reflect total assets of '' 185.06 crores as at March 31, 2022 and the total revenues of '' 286.85 crores and net cash inflows of '' 1.85 crores for the year ended on that date. These financial statements/information of these branches and joint operations have been audited by the branch auditors and other auditors respectively, whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches and joint operations, is based solely on the report of such branch auditors and other auditors respectively.

Of these, 1 branch is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective country and which has been audited by branch auditors under generally accepted auditing standards applicable in their respective country. The Company''s management has converted the financial statement of such branch located outside India from accounting principles generally accepted in their respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company''s management. Our opinion in so far as it relates to the balances and affairs of such branch located outside India is based on the report of branch auditors and the conversion adjustments prepared by the management of the Company and audited by us.

Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

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 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

(c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

(d) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us;

(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(f) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controls with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 34(i) and 41 to the standalone Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

iv. a) The management has represented that, to

the best of its knowledge and belief no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The dividend declared or paid during the year by the Company is in compliance with section 123 of the Act.

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To the Members of

NCC Limited

Report on the Standalone Ind AS financial statements

We have audited the accompanying standalone Ind AS financial statements of NCC Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Ind AS financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS 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 standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the branch auditors and other auditors on separate financial statements of branches and jointly controlled operations referred to in the Other Matters paragraph below, the standalone Ind AS 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, of the state of affairs of the Company as at March 31, 2018, its profit and its cash flows for the year ended on that date.

Other Matters

a) We did not audit the financial statements and other financial information of 5 branches and 11 jointly controlled operation included in the accompanying standalone Ind AS financial statements of the Company whose financial statements reflect total assets of '' 2542.87 million as at March 31, 2018, total revenues of '' 354.56 million for the year ended on that date. These financial statements and other financial information of these branches and jointly controlled operations have been audited by the branch auditors and other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches and jointly controlled operations and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid branches and jointly controlled operations, is based solely on the report of such branch auditors and other auditors.

Of these 1 branch is located outside India whose financial statement and other financial information have been prepared in accordance with accounting principles generally accepted in its country and which have been audited by other auditor under generally accepted auditing standards applicable in its country. The Company''s management has converted the financial statement of such branch located outside India from accounting principles generally accepted in its country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company''s management. Our opinion in so far as it relates to the balances and affairs of such branch located outside India is based on the report of other auditor and the conversion adjustments prepared by the management of the Company and audited by us.

b) The comparative financial information of the Company for the year ended March 31, 2017, included in these standalone Ind AS financial statements, have been audited by the predecessor auditor. The report of the predecessor auditor on the comparative financial information dated May 23, 2017 expressed an unmodified opinion.

Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(c) The reports on the accounts of the branch offices of the Company audited under section 143 (8) of the Act by branch auditor has been sent to us and have been properly dealt by us in preparing this report;

(d) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(f) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report dated May 24, 2018 in "Annexure 2" to this report;

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Notes 36 and 45 to the standalone Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Re: NCC Limited (''The Company'')

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

(i)(b) A major portion of fixed assets have been physically verified by the management in accordance with the programme of verification, which, in our opinion, provides for physical verification of all fixed assets at reasonable interval having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(i)(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/ fixed assets are held in the name of the company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii)(a) The Company has granted loans to Companies covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the company''s interest.

(iii)(b) The Company has granted loans to Companies covered in the register maintained under section 189 of the Companies Act, 2013. The schedule of repayment of principal and payment of interest has been stipulated for the loans granted and the repayment/receipts are regular.

(iii)(c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the Construction services, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii)(a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(vii)(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, custom duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(vii)(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, custom duty, excise duty, Goods and Service tax , value added tax and cess on account of any dispute, are as follows:

(Rs, in million)

Statute	Nature of the dues	Forum where dispute is pending	Period to which the amount relates	Disputed Amount	Amount paid under protest
Central Sales Tax Act (CST) and Sales Tax Acts (VAT) of various States	CST	Appellate Authority, Bhopal	2011-15	8.00	4.77
	CST	Commissioner of Commercial Taxes, Ranchi, Jharkhand	2014-15	3.12	-
	CST	Sales Tax Tribunal, Mumbai	2010-12 & 2013-14	101.83	4.75
	VAT	Additional Commissioner, Andhra Pradesh	2012-13	131.39	56.88
	VAT	Additional Commissioner, Grade-2 (Appeals), Commercial Tax, Range-5 Lucknow	2006-07	15.52	1.55
	VAT	Additional Commissioner (CT), West Bengal	2010-11	217.66	14.46
	VAT	Commissioner of Sales Tax, New Delhi	2009-11 & 2012-14	129.99	47.35
	VAT	Appellate Deputy Commissioner, Kerala	2008-09	3.14	0.50
	VAT	Additional Commissioner, West Bengal	2014-15	74.97	20.94
	VAT	Commisioner of Sales Tax, Kerala	2013-14	13.14	-
	VAT	Commissioner of Commercial Taxes, Ranchi, Jharkhand	2010-15	73.68	6.34
	VAT	Deputy Commissioner of Sales tax (Appeals), Assam	2005-07	184.10	-
	VAT	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh	2005-06	14.52	-
Central Sales Tax Act (CST) and Sales Tax Acts (VAT) of various States	VAT	Hon''ble High Court of Odisha	2007-13	100.00	33.76
	VAT	Hon''ble High Court of Tamil Nadu	2006-07	4.36	-
	VAT	Sales Tax Appellate Tribunal, Andhra Pradesh	2003-04 & 2005-07	176.31	127.74
	VAT	Sales Tax Tribunal, Mumbai.	2010-14	209.67	49.81
	VAT	Sr.Joint Commissioner (Appeals), West Bengal	2008-10 & 2011-13	343.33	33.46
	VAT	Sr.Joint Commissioner, Commercial Tax, West Bengal	2013-14	139.30	48.59
	VAT	Appellate Deputy Commissioner, Hyderabad	2007-12	460.59	460.59
	VAT	Commercial Tax Officer, Jodhpur	2014-15	1.09	1.09
	VAT	Joint Commissioner, Lucknow	2011-14	64.20	64.20
	VAT	Sales Tax Tribunal, Lucknow	2010-11	18.75	18.75
	Entry Tax	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh	2012-13	9.90	4.95
	Entry Tax	Hon''ble High Court of Odisha	2007-13	7.36	-
	Sales Tax	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh	1994-95	4.35	2.68
	Sales Tax	Sales Tax Appellate Tribunal, Andhra Pradesh	1999-01 & 2002-03	12.12	3.59

Statute	Nature of the dues	Forum where dispute is pending	Period to which the amount relates	Disputed Amount	Amount paid under protest
Central Excise Act, 1944	Excise Duty	CESTAT, Bangalore	2007-08	4.55	1.00
	Service Tax	CESTAT, Bangalore	2005-12	750.30	4.63
	Service Tax	CESTAT, Hyderabad	2010-15	78.69	-
Finance Act 1994	Service Tax	Commissioner (Appeals), Service Tax	2005-08	3.94	0.99
	Service Tax	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh	2007-09	130.21	-

(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and banks. The Company has not issued any debentures.

(ix) In our opinion and according to the information and explanations given by the management, the Company has not raised the monies by way of further public offer (including debt instruments). In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purposes for which they were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud on or by the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given by the management, the Company has complied with provisions of section 42 of the Companies Act, 2013 in respect of private placement of shares during the year. According to the information and explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of NCC Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

A company''s internal financial control over financial reporting with reference to these standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting with reference to these standalone Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Ind AS Financial Statements

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

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Navneet Rai Kabra

Partner

Membership Number: 102328

Place of Signature: Hyderabad

Date: May 24, 2018

Mar 31, 2017

To The Members of NCC Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of NCC Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company''s branches located at Oman, Nepal and Sri Lanka and twenty six (26) Joint Operations.

Management''s Responsibility for the Standalone Ind AS Financial Statements

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the branch auditors and other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the branch auditors and other auditors on separate financial statements of the branches and joint operations referred to in the Other Matters paragraph below, the aforesaid standalone Ind AS 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, of the state of affairs of the Company as at March 31, 2017, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

a) We did not audit the financial statements of three (3) branches and one (1) joint operations included in the standalone Ind AS financial statements of the Company whose financial statements reflect total assets of ''1373.94 million as at March 31, 2017 and total revenues of ''2100.91 million for the year ended on that date, as considered in the standalone Ind AS financial statements. The financial statements of these branches and joint operations have been audited by the branch auditors and other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches and joint operations and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid branches and joint operations, is based solely on the report of such branch auditors and other auditors.

b) We did not audit the financial statements of seventeen (17) joint operations included in the standalone financial statements of the companies included in the Company whose financial statements reflect total assets of ''541.59 million as at March 31, 2017 and total revenues of ''145.26 million for the year ended on that date, as considered in the respective standalone financial statements of the companies included in the Company. The financial statements of these joint operations have not been audited by us. These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Company.

Of these two (2) branches are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Company''s management has converted the financial statements of such branches located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company''s management. Our opinion in so far as it relates to the balances and affairs of such branches located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

c) The comparative financial information for the year ended March 31, 2016 and the transition date opening balance sheet as at April 01, 2015:

(i) in respect of one (1) branch included in this Standalone Ind AS financial statements prepared in accordance with the Ind AS are audited by the other auditors.

(ii) in respect of one (1) joint operations included in this Standalone Ind AS financial statements prepared in accordance with the Ind AS are audited by the other auditors.

(iii) in respect of two (2) branches included in this Standalone Ind AS financial statements are prepared in accordance with accounting principles generally accepted in their respective countries (Local GAAP) and audited by the branch auditors as per their Local GAAP. The Company''s management has converted the financial statements of such branches and joint operations from Local GAAP to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company''s management. Our opinion in so far as it relates to the balances and affairs of such branches located outside India is based on the report of the other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

(iv) in respect of seventeen (17) joint operations included in this Standalone Ind AS financial statements prepared in accordance with the Ind AS are not been audited by us. These financial statements are unaudited and have been furnished to us by the Management and our opinion on such Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on such unaudited financial statements.

Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the branch auditors and other auditors on the separate financial statements of the branches and joint operations, referred to in the Other Matters paragraph above we report, to the extent applicable that:

a) We have sought and 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 it appears from our examination of those books and the reports of the other auditors and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The reports on the accounts of the branches of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account and with the returns received from the branches not visited by us.

e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

f) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us. However, as stated in Note 11.8 to the financial statements and as represented to us by the Management during the aforesaid period ''10.49 million has been utilized for other than permitted transactions and '' 3.96 million has been received from other than permitted transactions.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Report on the Internal Financial Controls Over Financial Meaning of Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of Reporting

the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of NCC Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

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

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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

(b) A major portion of the fixed assets have been physically verified during the year by the Management in accordance with a programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. Immovable properties of land and buildings whose title deeds have been mortgaged as security for loans are held in the name of the Company based on the confirmations received. There are no immovable properties of land and buildings that have been taken on lease and disclosed as fixed assets in the standalone financial statements.

(ii) As explained to us, inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has granted loans, unsecured, to companies covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans and having regard to the rollover stipulations for loans to certain parties:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company''s interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provision of sections 185 and 186 of the Companies Act, 2013.

(v) According to the information and explanations given to us, the Company has not accepted any deposits to which the directions issued by the Reserve Bank of India and the provisions of Section 73 to Section 76 or any other relevant provisions of the Companies Act, 2013 and the Rules framed there under, where applicable, during the year.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax (VAT), Cess and any other statutory dues applicable to it, to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Sales Tax, Income-tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as on March 31, 2017 on account of disputes are given below:

Statute	Nature of dues	Forum where dispute is pending	Period to which the amount relates	Amount involved (Rs, in millions)
Central Excise Act, 1944	Excise Duty	CESTAT, Bangalore	2007 - 2008	3.55
Finance Act, 1994	Service Tax	CESTAT, Bangalore	2005 - 2011	742.30
	Service Tax	CESTAT ,Hyderabad	2010 - 2015	73.88
	Service Tax	Commissioner Appeals, (MESCOM)	2005 - 2007	2.96
	Service Tax	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh	2007 - 2009	130.21
Sales tax and VAT laws	VAT	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh	2005 - 2006	14.52
	VAT	CTO, Jubilee Hills, Hyderbad	2006 - 2007	17.96
	VAT	Addl. Commissioner (CT ), Andhra Pradesh	2012 - 2013	74.51
	VAT	Addl. Commissioner (CT ), West Bengal	2010-2011	203.20
	VAT	Sr.Joint Commissioner, Commercial Tax, West Bengal	2013 - 2014	90.71
	VAT	Department of Trade & Taxes, New Delhi	2009 - 2013	239.39
	VAT	Appellate Deputy Commissioner, KERALA	2008 - 2009	2.64
	VAT	Assessing Officer Commercial Tax Dept, Kerala	2013 - 2014	13.14
	VAT	Commissioner of Commercial Taxes, Ranchi, Jharkhand	2011 - 2013	46.49
	VAT	Deputy Commissioner of Sales tax (Appeals), Assam	2005 - 2007	184.10
	VAT	Hon''ble High Court of Madras	2006 - 2007	4.36
	VAT	Sr.Joint Commissioner (Appeals), WEST BENGAL	2008 - 2013	342.84
	VAT	Joint Commissioner (Appeals), Maharashtra	2010 - 201 1	29.33
	Sales tax	Sales Tax Appellate Tribunal, ANDHRA PRADESH	1999 - 2007	57.10
	Sales tax	Additional Commissioner, Grade-2 (Appeals), Commercial Tax, Range-5 Lucknow	2006 - 2007	13.96
	Sales Tax	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh	1994 - 1995	1.67
	CST	Appellate Authority, Bhopal	2011 - 2015	3.23
	CST	Odisha High Court	2007 - 2012	51.53
	CST	Joint Commissioner (Appeals), Maharashtra	2010 - 2011	86.26
	Entry Tax	High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh, Commercial Tax Department Andhra Pradesh	2012 - 2013	4.95
	Entry Tax	Odisha High Court	2007 - 2012	22.07

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks. The Company has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For M. Bhaskara Rao & Co For Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Firm''s Registration No.000459S) (Firm''s Registration No.008072S)

M. Bhaskara Rao Ganesh Balakrishnan

Partner Partner

Membership No. 5176 Membership No. 201193

Hyderabad,

May 23, 2017

Mar 31, 2015

We have audited the accompanying standalone financial statements of NCC LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company's branches at Oman, Nepal and Sri Lanka ("the branches").

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31 March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Attention is invited to Note 44 to the Financial Statements regarding managerial remuneration of previous year. The Company is awaiting approval from Central Government in this regard.

Our opinion is not modified in respect of this matter.

Other Matters

We did not audit the financial statements / information of three (3) branches included in the standalone financial statements of the Company whose financial statements / financial information reflect total assets of Rs. 2,131.48 million as at 31 March, 2015 and total revenues of Rs. 144 .36 million for the year ended on that date, as considered in the standalone financial statements. The financial statements / information of these branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

(c) The reports on the accounts of the branches audited by the branch auditors appointed under Section 143 (8) of the Act have been forwarded to us and have been properly dealt with by us in preparing this report.

(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the directors as on 31 March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of all pending litigations on its financial position in its financial statements - refer Note 31 (i)(a) and (b) to the financial statements;

ii. The Company did not have any material foreseeable losses relating to long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(i) Having regard to the nature of the Company's business/ activities/ results during the year, clause (v) of paragraph 3 of the Order is not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) A major portion of the fixed assets have been physically verified during the year by the Management in accordance with a programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(iii) In respect of its inventories:

(a) According to the information and explanations given to us, the Management has physically verified the inventories during the year. In our opinion, having regard to the nature of business and location of stocks, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of account.

(iv) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans having regard to the rollover of the loans,

(a) the receipts of principal amounts and interest have been regular during the year.

(b) there are no overdue amount in excess of Rs. 1 lakh remaining outstanding as at the year-end.

(v) 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 the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and during the course of our audit we have not observed any major weaknesses in such internal control system.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Sales Tax, Income-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March, 2015 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as on 31 March, 2015 on account of disputes are given below:

Period to which Amount

Statute Nature of dues

Sales Tax and VAT Sales Tax Laws

Sales Tax

VAT

VAT

VAT

Sales Tax

VAT

VAT

VAT

VAT

Entry tax

VAT

SCR

VAT

ET

Central Excise Laws Excise Duty

Finance Act, 1994 Service Tax

Finance Act, 1994 Service Tax

Statute Forum where dispute is pending

Sales Tax and Hon'ble High Court of Judicature at Hyderabad for the VAT Laws State of Telangana and the State of Andhra Pradesh

Sales Tax Appellate Tribunal, Andhra Pradesh

Appellate Deputy Commissioner, Hyderabad

Appellate Additional Commissioner, Uttar Pradesh

Deputy Commissioner of Sales tax (Appeals), Assam

Hon'ble High Court of Tamil Nadu

Sr.Joint Commissioner (Appeals), West Bengal

Additional Commissioner (CT); West Bengal

Deputy Commissioner, First Appellate Authority, Delhi

Appellate Deputy Commissioner, Kerala

Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh

Appellate Authority, Bhopal

Appellate Authority, Bhopal

Hon'ble High Court of Orissa

Hon'ble High Court of Orissa

Central Excise CESTAT, Bangalore Laws Hon'ble High Court of Judicature at Hyderabad for the

Finance Act, 1994 State of Telangana and the State of Andhra Pradesh

Finance Act, CESTAT, Bangalore 1994

Statute Period to which Amount the amount involved relates ( Rs. in Million)

Sales Tax and 1994 - 1995 & 16.17 VAT Laws 2005 - 2006

1999 - 2004 &

2006 - 2007 57.00

2006 - 2007 17.96

2005 - 2007 32.88

2005 - 2007 184.10

2006 - 2007 4.36

2008 Â 2010

2011 - 2012* 382.93

2010- 2011 203.20

2009 - 2010 157.50

2007 - 2009 2.66

2012 - 2013 495

2008 - 2012 22.51

2011 - 2013 6.86

2007 - 2012 51.53

2007 - 2012 22.06

Central Excise 2007 - 2009 4.73 Laws

Finance Act, 2007 - 2008 130.21 1994

Finance Act, 2005 - 2012 1,802.39 1994

Note: There are no disputed dues of Wealth Tax which have not been deposited as on March 31, 2015.

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

(viii) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, having regard to the rollover of term loans and debentures, the Company has not defaulted in repayment of dues to banks and debenture holders except in respect of following dues:

(Rs. In Million)

Particulars Principal Interest Period of delay (in days)

15.98 41.14 1 to 30 days

Banks - Loans 439.62 38.27 31 to 60 days

1,117.80 23.60 61 to 120 days

300.00 - 1 to 30 days

Banks - Debentures 450.00 - 31 to 60 days

600.00 15.71 61 to 90 days

There were no overdue amounts as at March 31, 201 5.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For M. Bhaskara Rao & Co For Deloitte Haskins & Sells Chartered Accountants Chartered Accountants (Firm's Registration No.000459S) (Firm's Registration No.008072S)

M V Ramana Murthy M. Ramachandran Partner Partner Membership No. 206439 Membership No. 16399

Hyderabad, May 14, 2015 Kochi, May 14, 2015

Mar 31, 2014

We have audited the accompanying financial statements of NCC LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by branch auditoh of the Company''s oveheas branches at Oman,Nepal and Sri Lanka("the Branches")audited by other auditoh.

Management''s Responsibility for the Financial Statements The Company''s 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affaih) and in accordance with the accounting principles generally accepted in India. 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.

Auditoh'' 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 consideh 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 Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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, and based on the consideration of the reports on the accounts of the Company''s oveheas branches audited by the branch auditoh which have been forwarded to us and have been properly dealt with, the aforesaid 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 affaih of the Company as at March 31,2014;

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

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

Emphasis of Matter

Attention is invited to Note 45 to the Financial Statements regarding managerial remuneration. The Company is in the process of obtaining requisite approvals from shareholdeh and the Central Government.

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 in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matteh 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 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 it appeah from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

(c) The reports on the accounts of the branches audited by the branch auditoh appointed under Section 228 of the Act have been forwarded to us and have been properly dealt with by us in preparing this report.

(d) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

(e) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affaih).

(f) On the basis of the written representations received from the directoh as on March 31, 2014 taken on record by the Board of Directoh, none of the directoh is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO ThE INDEPENDENT AUDITOR'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) having regard to the nature of the Company''s business/activities/results during the year, clauses (vi), (xii), (xiii), (xiv), (xviii) and (xx) of paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) A major portion of the fixed assets have been physically verified during the year by the Management in accordance with a programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventories:

(a) According to the information and explanations given to us, the Management has physically verified the inventories during the year. In our opinion, having regard to the nature of business and location of stocks, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of account.

(iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956, according to the information and explanations given to us:

(a) The Company has granted loans aggregating h3,587.87 million to one party during the year. At the year-end, the outstanding balances of such loans granted aggregated h9,842.33 million (six parties) and the maximum amount involved during the year was h9,842.33 million (six parties).

(b) In our opinion, the rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

(c) having regard to rollover of loans given, the receipts of principal amounts and interest have been regular during the year.

(d) There is no overdue amount in respect of the aforesaid loans.

(e) 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 accordingly, clauses(iii) (f) and(g) of paragraph 4 of the Order are not applicable.

(v) 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 the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and during the couhe of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system.

(vi) In respect of contracts or arrangements entered in the Register maintained in puhuance 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) The particulah of contracts or arrangements referred to in Section 301 that needed to be entered in to the Register maintained under the said Section have been so entered.

(b) In our opinion, the transactions (excluding loans reported under paragraph (iv) above) exceeding the value of h5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, where such market prices are available.

(vii) In our opinion, the internal audit functions carried out during the year by firm of Chartered Accountants and an external agency appointed by the Management is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company puhuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) According to the information and explanation given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales Tax /VAT, Wealth Tax, Customs Duty, Cess and other material statutory dues applicable to it with appropriate authorities, except for certain delays in the payments of Service Tax dues and tax deducted at source in Income Tax Act, 1961.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax,Customs Duty, Excise Duty, Cess and other material statutory dues in arreah as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax / VAT, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on March 31, 2014 on account of disputes are given below:

Note: There are no disputed dues of Wealth Tax which have not been deposited as on March 31, 2014.

Statute Nature of dues Forum where dispute is pending

Sales Tax and Sales Tax Hon''ble High Court of Andhra Pradesh VAT Laws Sales Tax Sales Tax Appellate Tribunal, Andhra Pradesh

VAT Appellate Deputy Commissioner, Hyderabad

VAT Appellate Additional Commissioner, Uttar Pradesh

VAT Deputy Commissioner of Sales tax (Appeals), Assam

Sales Tax Hon''ble High Court of Tamil Nadu.

VAT Sr.Joint Commissioner (Appeals), West Bengal

VAT Appellate Deputy Commissioner, Kerala

Entry tax Hon''ble High Court of Andhra Pradesh

Central Excise Excise Duty CESTAT, Bangalore Laws

Finance Act, Service Tax Hon''ble High Court of Andhra Pradesh 1994

Finance Act, Service Tax CESTAT, Bangalore 1994

Period to which the Amount involved Nature Nature of Dues amount relates ( Rs in Million)

Sales Tax and Sales Tax 1994 - 1995 16.17 VAT Lax & 2005-2006

Sales Tax 1999 - 2004 57.00 & 2006 - 2007

VAT 2006 - 2007 17.96

VAT 2005 - 2007 18.92

VAT 2005 - 2007 184.10

Sales Tax 2006 - 2007 4.36

VAT 2008 - 2010 172.93

VAT 2007 - 2009 23.99

Entry Tax 2012 Â 2013 9.86

Central Excise Excise Duty 2007 - 2009 4.73 Laws

Finance Act Service Tax 2007 - 2008 137.31 1944

Finance Act Service Tax 2005 - 2012 3,092.61 1944

(x) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, having regard to the rollover of term loans and debentures, the Company has not defaulted in repayment of dues to banks and debenture holdeh except in respect of following dues:

(Rs In Million) Particular Principal Interest Period of delay (in days) Banks Â Loans 750.00 70.95 1 to 30 days

750.00* 5.34 31 to 60 days

500.00 - 61 to 90 days

Bank Â Debentures - 70.66 1 to 30 days

- 47.89 31 to 60 days

*includes principal amount of h500 million is outstanding for repayment to banks as at March 31, 2014 of which h250 million paid subsequently.

(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by otheh from banks and financial institutions are not prima facie, prejudicial to the interests of the Company.

(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

(xiv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xv) According to the information and explanations given to us and records examined by us, securities/charges have been created in respect of debentures issued.

(xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For M. Bhaskara Rao & Co. For Deloitte haskins & Sells Chartered Accountants Chartered Accountants (Firm Registration No.000459S) (Firm Registration No.008072S)

M V Ramana Murthy Ganesh Balakrishnan Partner Partner Membehhip No. 206439 Membership No. 201193

Hyderabad, May 15, 2014

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of NCC Limited ("the Company")'' which comprise the Balance Sheet as at March 31'' 2013'' the Statement of Profit and Loss and the Cash Flow Statement for the year then ended'' and a summary of the significant accounting policies and other explanatory information'' in which are incorporated the returns for the year ended on that date audited by branch auditors of the Company''s overseas branches at Oman and Nepal ("the Branches") audited by other auditors.

Management''s Responsibility for the Financial Statements

The Company''s 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 Section 211(3C) of the Companies Act'' 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. 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.

Auditors'' 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 the 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 Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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'' and based on the consideration of the reports on the accounts of the Company''s overseas branches audited by the branch auditors which have been forwarded to us and have been properly dealt with'' the aforesaid 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'' 2013;

(b) in the case of the Statement of Profit and Loss'' of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement'' of the cash flows of the Company for the year ended on that date.

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 in terms of Section 227(4A)oftheAct'' we give in theAnnexure a statement on the matters 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 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

(c) The Balance Sheet'' the Statement of Profit and Loss'' and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

(d) In our opinion'' the Balance Sheet'' the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on March 31'' 2013'' and taken on record by the Board of Directors'' none of the directors is disqualified as on March 31'' 2013'' from being appointed as a director in terms of Section 274(1 )(g) of the Act.

(i) Having regard to the nature of the Company''s business/ activities/results during the year'' clauses (vi)'' (x)'' (xii)'' (xiii)'' (xiv)'' (xviii) and (xx) of the paragraph 4 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

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

(b) A major portion of the fixed assets have been physically verified during the year by the Management in accordance with a programme of verification'' which'' in our opinion'' provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us'' the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The fixed assets disposed off during the year'' in our opinion'' do not constitute substantial part of the fixed assets of the Company and such disposal has'' in our opinion'' not affected the going concern status of the Company.

(iii) In respect of its inventories:

(a) According to the information and explanations given to us'' the Management has physically verified the inventories during the year. In our opinion'' having regard to the nature of business and location of stocks'' the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us'' the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us'' the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of account.

(iv) In respect of loans'' secured or unsecured'' granted / taken by the Company to companies'' firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956'' according to the information and explanations given to us:

(a) The Company has granted loans repayable as per the terms'' aggregating Rs. 1''093.76 million to five parties during the year. The outstanding balances at the end of the year of such loans aggregated Rs. 6''849.24 million (Six parties) the maximum amount involved during the year was Rs. 6''869.04 million (Six parties).

(b) In our opinion'' the rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

(c) The receipts of principal amounts and interest have been regular during the year.

(d) There is no overdue amount in respect of the aforesaid loans.

(e) 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 accordingly'' clauses (iii) (f) and (g) of paragraph 4 of the Order are not applicable.

(v) In our opinion and according to the information and explanations given to us'' there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services. During the course of our audit'' we have not observed any major weakness in such internal system.

(vi) In respect of contracts or arrangements entered in the Register maintained in pursuance 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) The particulars of contracts or arrangements referred to in section 301 that needed to be entered in to the register maintained under the said section have been so entered.

(b) In our opinion'' the transactions (excluding loans reported under paragraph (iii) above) exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time'' where such market prices are available.

(vii) In our opinion'' the internal audit function carried out during the year by firm of Chartered Accountants and by an external agency appointed by the Management is commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules'' 2011 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act'' 1956 and are of the opinion that'' prima facie'' the prescribed cost records have been maintained. We have'' however'' not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) According to the information and explanation given to us in respect of statutory dues:

(a) The Company has generally been 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 any other material statutory dues applicable to it with the appropriate authorities during the year.

(b) There were no undisputed amounts payable in respect of Provident Fund'' Investor Education and Protection Fund'' Employees'' State Insurance'' Income-tax'' Sales Tax'' Wealth Tax'' Service Tax'' Customs Duty'' Excise Duty'' Cess and any other material statutory dues in arrears as at March 31'' 2013 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax'' Sales Tax/VAT'' Service Tax'' Customs Duty'' Excise Duty and Cess which have not been deposited as on March 31'' 2013 on account of disputes are given below:

Statute Nature of Forum where dispute is pending dues

Sales Tax and VAT Laws Sales Tax Hon''ble High Court of Andhra Pradesh

Sales Tax Sales Tax Appellate Tribunal'' Andhra Pradesh

VAT Appellate Additional Commissioner'' Uttar Pradesh

VAT Deputy Commissioner of Sales tax (Appeals)'' Assam

VAT Commissioner of Commercial taxes'' Jharkhand

Sales Tax Hon''ble High Court of Tamil Nadu. VAT Appellate Deputy Commissioner'' Haryana

VAT Sr.Joint Commissioner (Appeals)'' West Bengal

VAT Appellate Deputy Commissioner'' Kerala

Central Excise Laws Excise Duty CESTAT'' Bangalore

Finance Act'' 1994 Service Tax CESTAT'' Bangalore

Customs Act'' 1962 Customs CESTAT'' Mumbai

Income-tax Act'' 1961 Income tax CIT (Appeals)

Statute Period to which the Amount involved amount relates (Rs.in Million)

Sales Tax and VAT Laws 1994 - 1995 1.67

1999-2004 & 2006-2007 57.00

2005-2009 102.37

2005-2007 184.10

2009-2010 14.97

2006-2007 4.36

2007-2010 40.82

2008-2010 684.63

2007-2009 23.99

2007-2009 5.73

2005-2011 1''103.95

2010-2011 10.29

2005-2012 100.20

There are no disputed dues of Wealth Tax which have not been deposited as on March 31'' 2013.

(x) In our opinion and according to the information and explanations given to us'' the Company has not defaulted in repayment of dues to banks'' financial institutions and debenture holders.

(xi) In our opinion and according to the information and explanations given to us'' the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us'' in our opinion'' term loans availed by the Company were'' prima facie'' applied by the Company during the year for the purposes for which the loans were obtained.

(xiii) In our opinion and according to the information and explanations given to us'' and on an overall examination of the balance sheet of the Company'' we report that funds raised on short-term basis have'' prima facie'' not been used during the year for long-term investment.

(xiv) According to the information and explanations given to us and records examined by us'' securities/charges have been created in respect of debentures issued.

(xv) To the best of our knowledge and according to the information and explanations given to us'' no material fraud on or by the Company was noticed or reported during the year.

For M. Bhaskara Rao & Co. For Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Registration No.000459S) (Registration No. 008072S)

M V Ramana Murthy Ganesh Balakrishnan

Partner Partner

Membership No. 206439 Membership No. 201193

Hyderabad'' May 22'' 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of NCC Limited ("the Company") as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto, in which are incorporated the returns from Oman, and Nepal branches and certain Joint Ventures ("the Branches") audited by other auditors. 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.

2. We conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the Branches not visited by us. The Branch Auditors Reports have been forwarded to us and appropriately dealt with;

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 and with the audited returns from the Branches;

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit 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.

5. On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of section 274 (1) (g) of the Companies Act, 1956.

(i) In respect of its fixed assets:

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

(b) A major portion of the fixed assets have been physically verified during the year by the Management in accordance with a programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventories:

(a) According to the information and explanations given to us, the Management has physically verified the inventories during the year. In our opinion, having regard to the nature of business and location of stocks, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has granted secured or unsecured loans repayable as per the terms, aggregating Rs. 134.14 million to three parties during the year covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5,970.81 million (Four parties) and the year end balance of the loans granted to such parties was Rs. 5,970.81 million (Four parties).

(b) In our opinion and according to the information given to us, the terms and conditions of such loans are prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amounts and interest have been regular during the year.

(d) There is no overdue amount in respect of the aforesaid loans.

(e) According to the information and explanations given to us, the Company has not taken loans, secured or unsecured from Companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956 and accordingly, paragraphs (iii) (e) (f) and (g) of CARO are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance 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) The particulars of contracts or arrangements referred to in section 301 that needed to be entered in to the register maintained under the said section have been so entered.

(b) In our opinion, the transactions (excluding loans reported under paragraph (iii) above) exceeding the value ofRs. 5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, where such market prices are available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, the provisions of para 4(vi) of CARO are not applicable to the Company.

(vii) In our opinion, the internal audit function carried out during the year by firms of Chartered Accountants appointed by the Ma nagement have been com mensu rate with the size of the Company and the nature of its business.

(viii) In our opinion and according to the information and explanations given to us, the Management is in the process of compiling and maintaining the cost records of the company pursuant to the rules made by the Central Government under Section 209(1 )(d) of the Companies Act, 1956.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, details of disputed sales tax, income tax, customs duty, service tax, excise duty and cess which have not been deposited as on March 31, 2012 on account of any dispute are given below:

Statute Nature of Forum where dues dispute is pending

Andhra Pradesh General Sales Tax Hon'ble High Court of Andhra Pradesh Sales Tax Act, 1957 Sales Tax Sales Tax Appellate Tribunal

Sales Tax Sales Tax Appellate Tribunal

Sales Tax Sales Tax Appellate Tribunal

Sales Tax Sales Tax Appellate Tribunal

Uttar Pradesh Value Added Sales Tax Appellate Deputy Commissioner Appeal 1 Tax Act, 2008 Sales Tax Additional Commissioner of Sales tax (Appeals)

Assam Value added tax act, Sales Tax Deputy Commissioner of Sales tax 2003 (Appeals)

Sales tax Deputy Commissioner of Sales tax (Appeals)

Jharkand Value Added Sales Tax Commissioner of Commercial taxes Tax Act, 2005 Sales tax Commissioner of Commercial taxes

Tamil Nadu General Sales Sales Tax Hon'ble High Court of Tamil Nadu. Tax Act, 1959

Haryana Value Added Sales Tax Appellate Deputy Commissioner Tax Act, 2003

West Bengal Value Added Sales Tax Sr.Joint Commissioner (Appeals) Tax Act, 2005

Kerala Value Added Tax Sales tax Assessing Officer Act, 2005 Sales tax Appellate Deputy Commissioner

The Central Excise Act, 1944 Excise Duty CESTAT, Bangalore Finance Act, 1994 Service Tax CESTAT, Bangalore

Service Tax CESTAT, Bangalore

Service Tax CESTAT, Bangalore

Customs Act, 1964 Customs CESTAT, Mumbai

Statute Period to which the Amount involved amount relates (Rs.in Million)

Andhra Pradesh General 1994-95 1.67 Sales Tax Act, 1957 1999-00 1.23

2000-01 5.93

2002-03 1.27

2003-04 14.27

Uttar Pradesh Value Added 2007-08 10.78 Tax Act,2008 2008-09 72.07

Assam Value added tax act 2005-06 144.41 2003 2006-07 39.69

Jharkand Value Added 2007-08 30.54 Tax Act,2005 2008-09 57.02

Tamil Nadu General Sales Tax Act,195 2006-07 4.36

Haryana Value Added Tax Act,2003 2007-08 64.35

West Bengal Value Added Tax Act,2005 2008-09 185.13

Kerala Value Added Tax Act,2005 2007-08 7.04

2008-09 16.95

The Central Excise Act, 1944 Finance Act,1994 2008-09 1.17

2005-06 24.05

2005-09 161.03

2007-08 207.90

Customs Act,1964 2010-11 10.29

(x) The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

(xii) 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 and debentures and other securities. Accordingly, the provisions of para 4(xii) of the CARO are not applicable to the Company.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi or Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) of CARO 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. Accordingly, the provisions of para 4(xiv) of the CARO are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have, prima facie, not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us and records examined by us, securities/charges have been created in respect of debentures issued.

(xx) During the year covered by our audit report, the company has not raised any money by public issues.

(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 was noticed or reported during the year.

For M. Bhaskara Rao & Co. For Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Registration No. 000459S) (Registration No. 008072S)

M V Ramana Murthy Ganesh Balakrishnan

Partner Partner

Membership No. 206439 Membership No. 201193

Hyderabad, May 29, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of NCC Limited (Formerly Nagarjuna Construction Company Limited) as at March 31, 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, both annexed thereto, in which are incorporated the returns from Oman and Nepal branches and certain Joint Ventures ("the Branches") audited by other auditors. 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.

2. We conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in paragraph 3 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the Branches not visited by us. The Branch Auditors Reports have been forwarded to us and appropriately dealt with;

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 and with the audited returns from the Branches;

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the 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 the 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 profit for the year ended on that date; and

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

5. On the basis of 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 section 274(1)(g) of the Companies Act, 1956.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the management in accordance with a programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventories:

(a) According to the information and explanations given to us, the Management has physically verified the inventory during the year. In our opinion, having regard to the nature of business and location of stocks, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has granted secured or unsecured loans repayable as per the terms, aggregating Rs. 1147.06 million to six parties during the year covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5558.68 million (seven parties) and the year end balance of the loans granted to such parties was Rs. 5476.10 million (seven parties).

(b) In our opinion and according to the information given to us, the terms and conditions of such loans are prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amounts and interest have been regular during the year.

(d) Based on the revised contractual terms in respect of inter corporate loans, there are no overdues amounts.

(e) According to the information and explanations given to us, the Company has not taken loans, secured or unsecured from Companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs (iii) (e) (f) and (g) of CARO are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance 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) The particulars of contracts or arrangements referred to in section 301 that need to be entered in to the register, maintained under the said section have been so entered.

(b) In our opinion, the transactions (excluding loans reported under paragraph (iii) above) exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, where such market prices are available.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, the provisions of para 4(vi) of CARO are not applicable to the Company.

(vii) In our opinion, the internal audit function carried out during the year by firms of Chartered Accountants appointed by the management have been commensurate with the size of the company and the nature of its business.

(viii) In our opinion and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any of the products or activity of the company.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, details of disputed, income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess which have not been deposited as on March 31, 2011 on account of any dispute are given below:

Statute Nature of Forum where Period to which the Amount involved dues dispute is pending amount relates (Rs.in Million)

Andhra Pradesh General Sales Tax Honble High Court 1994-95 1.67 Sales Tax Act, 1957 of Andhra Pradesh

Sales Tax Sales Tax Appellate Tribunal 1999-00 1.23

Sales Tax Sales Tax Appellate Tribunal 2000-01 5.93

Sales Tax Sales Tax Appellate Tribunal 2002-03 1.27

Sales Tax Sales Tax Appellate Tribunal 2003-04 14.27

Uttar Pradesh Value Added Sales Tax Appellate Deputy 2007-08 10.53 Tax Act, 2008 Commissioner Appeal 1

Sales Tax Additional Commissioner of 2008-09 72.07 Sales Tax (Appeals)

Assam Value Added Sales Tax Deputy Commissioner 2005-06 144.41 Tax act, 2003 of Sales tax (Appeals)

Jharkand Value Added Sales Tax Commissioner of 2005-06 11.58 Tax Act, 2005 Commercial taxes

Sales Tax Commissioner of Commercial taxes 2006-07 8.67

Sales Tax Commissioner of Commercial taxes 2007-08 7.99

Tamil Nadu General Sales Tax Honble High Court of Tamil Nadu. 2006-07 4.36 Sales Tax Act, 1959

The Central Excise Act, 1944 Excise Duty Commissioner of 1997-98 28.23 Central Excise, Tirupathi

Excise Duty CESTAT, Bangalore 2008-09 1.17

Finance Act, 1994 Service Tax CESTAT, Bangalore 2005-06 24.05

Service Tax Honble High Court of Andhra Pradesh 2005-11 83.77

Service Tax CESTAT, Bangalore 2007-09 207.90

(x) The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

(xii) 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 and debentures and other securities. Accordingly, the provisions of para 4(xii) of the CARO are not applicable to the Company.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi or Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) of CARO 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. Accordingly, the provisions of para 4(xiv) of the CARO are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have, prima facie, not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of share during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us and records examined by us, securities have been created in respect of the debentures issued.

(xx) During the year covered by our audit report, the company has not raised any money by public issues.

(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 was noticed or reported during the year.

for M. Bhaskara Rao & Co. for Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Registration No. 000459S) (Registration No. 008072S)

M V Ramana Murthy Ganesh Balakrishnan

Partner Partner

Membership No. 206439 Membership No. 201193

Hyderabad, May 30, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Nagarjuna Construction Company Limited as at March 31, 2010, the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date, both annexed thereto, in which are incorporated the returns from Oman and Nepal branches and certain Joint Ventures ("the Branches") audited by other auditors. 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.

2. We conducted our audit in accordance with the 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 the management, as well as

evaluating the overall financial, statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in paragraph 3 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 it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the Branches not visited by us. The Branch Auditors Reports have been forwarded to us and appropriately dealt with;

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 and with the audited returns from the Branches;

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(ii) in the case of the Profit and Loss Account, of the profit 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.

5. On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(Referred to in paragraph 3 of our report of even date)

i) In respect of its fixed assets:

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

b) A major portion . of the fixed assets have been physically verified during the year by the management in accordance with a programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, the discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii) In respect of its inventories:

a) According to the information and explanations given to us, the Management has physically verified the inventory during the year. In our opinion, having regard to the nature of business and location of stocks, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and the book records were not Ã material and have been properly dealt in the books of account.

iii) a) According to the information and explanations given to us, the Company has granted secured or unsecured loans repayable as per the terms, aggregating Rs.921.11 million to four parties during the year covered in the Register maintained under

Annexure to the Auditors Report

Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,524.16 (seven parties) million and the year end balance of the loans granted to such parties was Rs.4,289.43(seven parties) million.

b) In our opinion and according to the information given to us, the terms and conditions of such loans are prima facie not prejudicial to the interests of the Company.

c) The receipts of principal amounts and interest have been regular during the year.

d) There is no overdue amount in respect of inter corporate loans.

e) According to the information and explanations given to us, the Company has not taken loans, secured or unsecured from Companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs (iii) (e) (f) and (g) of CARO are not applicable.

In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company .and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal system.

In respect of contracts or arrangements entered in the register maintained in pursuance 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) The particulars of contracts or arrangements referred to in section 301 that need to be entered in to the register, maintained under the said section have been so entered.

b) In our opinion, the transactions (excluding loans reported under paragraph (iii) above) exceeding the value of Rs.5 lakhs in respect of any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, where such market prices are available.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, the provisions of para 4(vi) of CARO are not applicable to the Company.

vii) In our opinion, the internal audit function carried out during the year by firms of Chartered Accountants appointed by the management have been commensurate with the size of the company and the nature of its business.

viii) In our opinion and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any of the products or activity of the company.

ix) In respect of statutory dues:

a) According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including

Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year.

b) According to the information and explanations given to us, no undisputed amounts payble in respect of the aforesaid dues were outstanding as at March 31,2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, details of disputed sales tax, income tax, customs duty, service tax, excise duty and cess which have not been deposited as on March 31, 2010 on account of any dispute are given below:

Statute Nature of Forum where

dues dispute is pending

Andhra Pradesh General Sales Tax Honble High Court of

Sales Tax Act, 1957 Andhra Pradesh

Sales Tax Sales Tax Appellate Tribunal

Sales Tax Sales Tax Appellate Tribunal

Sales Tax Sales Tax Appellate Tribunal

Sales Tax Sales Tax Appellate Tribunal

Sales Tax Sales Tax Appellate Tribunal

Uttar Pradesh Value Sales Tax Additional Commissioner of

Added Tax Act, 2008 Sales Tax (Appeals)

Tamil Nadu General Sales Tax Honble High Court of Tamil Nadu

Sales Tax Act, 1959

The Central Excise Act, 1944 Excise Duty Commissioner of Central Excise, Tirupathi

Excise Duty Commissioner of Excise (Appeals)

Finance Act. 1994 Service Tax CESTAT, Bangalore

Service Tax Honble High Court of Andhra Pradesh

Service Tax CESTAT, Bangalore

Indian Income Tax Act, 1961 Income Tax Commissioner of Income tax (Appeals)

Income Tax Commissioner of Income tax (Appeals)

Income Tax Commissioner of Income tax (Appeals)

Statue Period to which the Amount involved amount relates (Rupees in Millions)

Andra Pradesh General 1994-95 1.67 Sales Tax Act,1957

1998-99 17.32

1999-00 1.23

2000-01 5.93

2002-03 2.49

2003-04 14.27

Uttar Pradesh Value 2008-09 72.07 Added Tax Act,2008

Tamilu Nadu General 2006-07 4.36 Sales Tax Act,1959

The Centeral Excise Act,1994 1997-98 28.23

2008-09 1.17

Finance Act,1994 2005-06 26 55

2005-10 63.55

2007-09 207.90

Indian Income Tax Act,1961 2004-05 11.79

2005-06 58.92

2006-07 2.67

x) The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

xii) 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 and debentures and other securities. Accordingly, the provisions of para 4(xii) of the CARO are not applicable to the Company.

xiii) In our opinion, the Company is not a Chit Fund or a Nidhi or Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) of CARO 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. Accordingly, the provisions of para 4(xiv) of the CARO are not applicable to the Company.

xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company-for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have, prima facie, not been used for long-term investment.

xviii) According to the information and explanations given to us, the Company has not made preferential allotment of share during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix) According to the information and explanations given to us and records examined by us, securities/charges have been created in respect of debentures issued.

xx) During the year covered by our audit report, the company has not raised any money by public issues.

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 was noticed or reported during the year.

for M. Bhaskara Rao & Co. for Deloitte Haskins & Sells

Chartered Accountants Chartered Accountants

(Registration No. 000459S) (Registration No. 008072S)

M V Ramana Murthy Ganesh Balakrishnan

Partner Partner

Membership No. 206439 Membership No. 201193

Hyderabad, May 25, 2010

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