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