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