21st

Annual Report 2014-2015

21st ANNUAL GENERAL MEETING ON WEDNESDAY, THE 30TH SEPTEMBER, 2015 AT 11.00 A.M AT SRI SAGI RAMAKRISHNAM RAJU COMMUNITY HALL,

MADHURA NAGAR, HYDERABAD -500 038

NOTE: NO GIFTS WILL BE DISTRIBUTED AT THE AGM

NCC Finance LimitedCIN:L65993TG1994PLC017737

BOARD OF DIRECTORS REGISTERED OFFICE

Sri A G K RAJU NCC HouseDirector Madhapur Hyderabad-500 081Sri Y D MURTHY Director BANKERS Sri M PEDDI RAJU CANARA BANK (IFB)Director SYNDICATE BANK

Registrars and Share Transfer Agents AUDITORS

M/s. Karvy Computershare Pvt. Ltd M/s.M Bhaskara Rao &CoKarvy Selenium Tower B, Plot No.31 & 32 Chartered AccountantsGachibowli, Financial District, 6-3-652,5-D, Fifth FloorNanakramguda, Serilingampally, Amrutha EstatesHyderabad -500 008 SomajigudaPhone:040-67161500 Fax:040-23420814 Hyderabad -500082Email: einward.ris@karvy.com www.karvycomputershare.com

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NOTICE is hereby given that the 21st Annual General Meeting of the members of NCC FINANCE LIMITED will be held on Wednesay, the 30th day of September, 2015, at 11.00 A.M at Sri Sagi Ramakrishnam Raju Community Hall, Madhura Nagar, Hyderabad-500 038 to transact the following items of business:

A ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015, the statement of Profit & Loss Account for the year ended on that date together with the Reports of the Directors and the Auditors thereon.

2. To appoint a Director in place of Sri A G K Raju (DIN No.00019100) who retires by rotation and being eligible offers himself for reappointment.

3. To consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder M/s. M. Bhaskara Rao & Co., Chartered Accountants (Registration No.000459S) be and are hereby re-appointed as Auditors of the Company for a term of two years to hold office from the conclusion of this Annual General Meeting until the conclusion of the 23rd Annual General Meeting of the Company (subject to ratification of their appointment for the F.Y 2016-17 at the AGM to be held for the F.Y 2015-16) to hold office from the conclusion of the at such remuneration as may be determined by the Board of Directors of the Company.

By Order of the Board For NCC Finance Limited

Place: Hyderabad A G K RAJUDate : 20-05-2015 Director (DIN No. 00019100)

Registered OfficeNCC House, Madhapur, Hyderabad - 500 081.TelanganaE-mail : Investors.nccfl@yahoo.com ho.secr@nccltd.in

N O T E S:

1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy need not be a member of the Company. The instrument appointing the proxy, in order to be effective, should reach the registered office of the Company at least 48 hours before the time of the meeting.

2. The Register of Members and the Share Transfer Books of the Company will be closed from 24th September, 2015 to 30th September, 2015 (both days inclusive).

3. Members are requested to notify immediately any change of address or bank mandates to their Depository Participants (DPs) in respect of their holdings in electronic form and to the Registrars of the Company i.e. Karvy Computershare Private Ltd, Karvy Selenium Tower B, Plot No, 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad-500032 in respect of their physical share folios, if any.

4. Shareholders are requested to bring their copies of Annual Report to the Annual General Meeting and are requested to sign at the place provided on the attendance slip and hand it over at the entrance to the venue.

5. A member desirous of seeking any information on the accounts or operations of the Company is requested to forward his / her query in writing to the Company at least seven working days prior to the meeting, so that the required information can be made available at the meeting.

6. In order to service the shareholders effectively and for administrative convenience, members are requested to notify multiple folios standing in their name for consolidation, if any, to the Secretarial Department at the Registered Office of the Company immediately.

7. Members who wish to make nomination for the shares held in the Company may kindly send the details in the form as prescribed under the Companies Act, 2013 to the Registrars of the Company

8. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact the Company or M/s. Karvy Computershare Private Ltd for assistance in this regard.

NOTICE

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9. In compliance with the provisions of section 108 of the Companies Act, 2013, the Companies (Management and Administration) Rules, 2014, amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the listing agreement, shareholders are provided with the facility to cast their vote electronically, through the e-voting services provided by Karvy Computershare Private Limited, in respect of all resolutions set forth in this Notice. The Company is also providing the facility for voting by way of physical ballot at the Annual General Meeting.

Mr. A Ravishankar, Practising Company Secretary (Membership No.FCS 5335) (PCS No.4318) has been appointed as the Scrutinizer to scrutinize the e-voting process as well as the Ballot process at the Annual General Meeting in a fair and transparent manner.

The procedure and instructions for e-voting are as follows:

i) Open your web browser during the voting period and navigate to ‘https://evoting.karvy.com’

ii) Enter the login credentials (i.e., user-id & password) mentioned in the e-mail / covering letter. Your folio/DP Client ID will be your User-ID.

User – ID For shareholders holding shares in Demat Form:-

a) For NSDL:- 8 Character DP ID followed by 8 Digits Client ID

b) For CDSL:- 16 digits beneficiaryc) ID For shareholders holding shares

in Physical Form:-• Event no. followed by Folio Number

registered with the Company

Password Your Unique password is sent through e.mail / printed on the covering letter

Captcha Enter the Verification code i.e., please enter the letters and numbers in the exact way as they are displayed for security reasons.

iii) Please contact Karvy’s toll free No. 1-800-34-54-001 for any support or clarifications in relation to E-Voting.

iv) Shareholders can cast their vote online from 27th September, 2015 (9.00 AM) to 29th September, 2015 (5.00 PM). During this period, shareholders of the company holding shares either in dematerialized or physical form as on the cut-off date viz., 23rd September, 2015, may cast their vote electronically.

v) After entering these details appropriately, click on “LOGIN”.

vi) In case of first login, shareholders holding shares in Demat/Physical form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. Kindly note that this password can be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote, provided that Company opts for e-voting through Karvy Computershare Private Limited e-Voting platform. System will prompt you to change your password and update any contact details like mobile number, email ID etc on first login. You may also enter the Secret Question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential

vii) You need to login again with the new credentials

viii) On successful login, system will prompt to select the ‘Event’ i.e., ‘Company Name’.

ix) If you are holding shares in Demat form and had logged on to “https://evoting.karvy.com” and cast your vote earlier for any company, then your existing login id and password are to be used.

x) On the voting page, you will see Resolution Description and against the same the option ‘FOR/AGAINST/ABSTAIN’ for voting .Enter the number of shares (which represents number of votes) under ‘FOR/AGAINST/ABSTAIN’ or alternatively you may partially enter any number in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR/AGAINST’ taken together should not exceed your total shareholding. If the shareholder does not want to cast, select ‘ABSTAIN’

xi) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL“ and accordingly modify your vote.

xii) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.

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xiii) Corporate/Institutional Members (corporate / Fls/Flls/Trust/Mutual Funds/Banks, etc) are required to send scan (PDF format) of the relevant Board resolution to the Scrutinizer through e-mail to ravi@rsfcs.com with copy to evoting@karvy.com.The file/scanned image of the Board Resolution should be in the naming format “Corporate Name_ Event no.”

The Members attending the meeting should note that those who are entitled to vote but have not exercised their right to vote through e-voting, may vote at the AGM through ballot for all the business specified in the accompanying Notice. The Members who have exercised their right to vote by e-voting may attend the AGM but shall not vote at the AGM. If a member casts vote by both modes, then voting done through e-voting shall prevail and the Ballot form shall be treated as invalid.

xiv) The Results on above resolutions shall be declared not later than 3 days from the conclusion of the AGM of the Company and the resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour of the Resolutions.

xv) The Results of voting will be declared and the same along with Scrutinzer’s Report(s) will be placed on the website of the Company (www.nccfinanceltd.com) and on Karvy’s website (https://evoting.karvy.com) and the same shall also be simultaneously communicated to the BSE Limited within 3 days from the conclusion of the AGM.

10. Re-appointment of Sri A G K Raju as Director

At the ensuing Annual General Meeting, Sri A G K Raju, Director retires by rotation and being eligible offers himself for re-appointment. The relevant information as required under clause 49 of the Listing Agreement concerning Corporate Governance code in respect of appointment / re-appointment of Directors is given below for the information of members.

Sri A. G. K. Raju is one of the Chief Promoters of the Company and has been associated with the Company since inception as Director. He holds a Masters Degree in Business Administration and has over 33 years rich experience in the construction industry along with finance & manufacturing and allied areas. He is also the Executive Director of NCC Limited, Director on the Board’s of NCC Infrastructure Holdings Ltd, NCC Urban Infrastructure Ltd and Vaidehi avenues Ltd

By Order of the Board For NCC Finance Limited

Place: Hyderabad A G K RAJUDate : 20-05-2015 Director (DIN No. 00019100)

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DIRECTORS’ REPORT

ToThe Members,NCC Finance Limited

Your Directors present the 21st Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS (` in Lakhs)

Particulars 2014-2015 2013-2014

Gross Income 4.11 1.27

Profit / (Loss) before interest, depreciation and tax 0.48 (1.35)

Interest - -

Profit / (Loss) before depreciation & tax 0.48 (1.35)

Depreciation - -

Profit / (Loss) before Tax 0.48 (1.35)

Provision for Tax - -

Profit / (Loss) After Tax 0.48 (1.35)

Balance of loss b/f from previous year (592.06) (590.71)

Accumulated Loss (591.58) (592.06)

DIVIDEND:

As the profits earned by the company are not sufficient, your Board regrets for its inability to recommend dividend for the year ended 31.03.2015.

REVIEW OF OPERATIONS:

During the year your Company has earned a gross income of ` 4.11 lakhs (previous year ` 1.27 lakhs) which has resulted in net profit `0.48 lakhs. The company is exploring various alternatives available for restructuring its business.

Directors’ responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) The annual accounts have been prepared on a going concern basis; and

(e) The Company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f ) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

DISCLOSURES:

PARTICUALRS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

The Company has no Subsidiary &Associate Companies

PUBLIC DEPOSITS:

During the year the Company has not accepted any Deposits.

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

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

Particulars if loans, guarantee or investments under section 186;

Pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not made any loans, guarantees, investments during the financial year ended 31st March, 2015.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company has not entered into any related party transactions during the financial year 2014-15.

DIRECTORS

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

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of section 149 of the Companies Act, 2013.

Meetings of Board of Directors

During the Financial year the Board has met four times i.e. on 26th May, 14th August, 14th November, 2014 and 12th February, 2015.

COMPOSITION OF AUDIT COMMITTEE

The Company has constituted the Audit Committee comprising of Sri Y D Murthy, Chairman of the Committee, Sri M Peddi Raju and Sri A G K Raju, as Members of the Committee.

Vigil Mechanisam

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under the Company has established a mechanism through which all the stakeholders can report the suspected frauds to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been posted on the website of the Company (http://www.nccfinanceltd.com)

Risk Management

The Company has established Enterprise Risk Management process, to manage risks with the objective of maximizing shareholders’ value

Extract of Annual Return

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is enclosed - Annexure -1 and forms part of the Directors Report.

AUDITORS:

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

COMMENTS OF AUDITORS:

The observations/comments made by the auditors in their report attached have been suitably clarified/explained, the Directors state as follows:

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

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

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

Secretarial Audit Report

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. BS & Co, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No MR-3 is annexed to the Directors Report as Annexure-2 and forms part of this Report. As the operations carried on by the Company were very limited and as the Company is facing tight liquidity position in spite of the efforts put in the Company was not able to attract suitable professionals for the position of CFO & Company Secretary and in view of the same was not able to complied with the applicable provisions of the Companies Act, 2013 with regard to appointment of KMPs. The Company was engaged the services of the outside professionals for ensuring compliance of the applicable provisions of the Companies Act, 2013, the Listing Agreement and other applicable laws.

The Company is in the process of finding a suitable person to comply with the provisions of the Companies Act, 2013 in regard to appointment of at least one Woman Director on the Board of the Company.

Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014

8

No remuneation is paid to Managerial Personnel of the Company

CORPORATE GOVERNANCE:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Place : Hyderabad A G K RAJU Y D MURTHYDate: 20-05-2015 Director Director (DIN No. 00019100) (DIN No. 00031837)

MANAGEMENT DISCUSSION AND ANALYSIS

A. INDUSTRIAL STRUCTURE AND DEVELOPMENT

Economy

India’s GDP growth for FY 2014-15 is 7.3%.

B. OPPORTUNITIES AND STRENGTHS

In view of the cut throat competition in the NBFC Sector and due to lack of level playing field, your company has exited from the sector and has surrendered its NBFC certificate to Reserve Bank of India. We have consolidated our operations and repaid the entire public deposits and loans from banks. At present NCC Finance Ltd is a debt free company. The Company is exploring alternative business opportunities.

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ANNEXURE – 1

Form No. MGT – 9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration ) Rules, 2014)

I. REGISTRATION AND OTHER DETAILS :

I) CIN : L65993TG1994PLC017737

II) Registration Date : 20th June,1994

III) Name of the Company : NCC Finance Limited

IV) Category/Sub-Category of the Company : Company Limited by Shares / Public Company

V) Address of Registered Office : NCC House, Madhapur, And contact details Hyderabad – 500 081, Telangana; Ph. No.040-23268888, Fax:040-23125555 E-mail : Investors.nccfl@yahoo.com, ho.secr@nccltd.in www.nccfinanceltd.com

vi) Whether listed Company : YES BSE Limited

Vii) Name, Address and Contact details of : Karvy Computershare Private Limited, Registrar and Transfer Agent, if any Karvy Selenium Tower B, Plot No 31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally Hyderabad – 500 032, Telangana State; Phone: +91 040 67161500 Fax : +91 040 23420814 E-mail Id : einward.ris@karvy.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

The Company had very limited operations during the Financial Year 2014 & 15.

II. PARTICUALRS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has no Subsidiary & Associate Companies.

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IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Sl. No.

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

change during

the yearDemat Physical Total

% of Total

SharesDemat Physical Total

% of Total

Shares

A. Promoters

(1) Indian

(a) Individuals / HUF 462127 - 462127 7.67 462127 - 462127 7.67 NIL

(b) Central Government - - - - - - - -

(c) State Government(s) - - - - - - - -

(d) Bodies Corporate 508745 - 508745 8.44 508745 - 508745 8.44 NIL

(e) Banks/FI - - - - - - - -

(f ) Any Other

Sub - Total (A) (1):- 970872 - 970872 16.11 970872 - 970872 16.11 NIL

(2) Foreign - - - - - - - - -

(a) NRIs-Individuals - - - - - - - - -

(b) Other - Individuals - - - - - - - - -

(c) Bodies Corporates - - - - - - - - -

(d) Banks/FI - - - - - - - - -

(e) Any other - - - - - - - - -

Sub - Total (A) (2):- - - - - - - - - -

Total Shareholding of Promoter (A) = (A) (1)+(A)(2)

970872 - 970872 16.11 970872 - 970872 16.11 NIL

B. Public Shareholding - - - - - - - - -

1 Institutions - - - - - - - - -

(a) Mutual Funds - - - - - - - - -

(b) Banks/FI - - - - - - - - -

(c) Central Government - - - - - - - - -

(d) State Government(s) - - - - - - - - -

(e) Venture Capital Funds - - - - - - - - -

(f ) Insurance Companies - - - - - - - - -

(g) FIIs - - - - - - - - -

(h) Foreign Venture Capital Funds

- - - - - - - - -

(g) Others (Specify) - - - - - - - - -

Sub - Total (B) (1):- - - - - - - - - -

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IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Sl. No.

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

change during

the yearDemat Physical Total

% of Total

SharesDemat Physical Total

% of Total

Shares

A. Promoters

(1) Indian

(a) Individuals / HUF 462127 - 462127 7.67 462127 - 462127 7.67 NIL

(b) Central Government - - - - - - - -

(c) State Government(s) - - - - - - - -

(d) Bodies Corporate 508745 - 508745 8.44 508745 - 508745 8.44 NIL

(e) Banks/FI - - - - - - - -

(f ) Any Other

Sub - Total (A) (1):- 970872 - 970872 16.11 970872 - 970872 16.11 NIL

(2) Foreign - - - - - - - - -

(a) NRIs-Individuals - - - - - - - - -

(b) Other - Individuals - - - - - - - - -

(c) Bodies Corporates - - - - - - - - -

(d) Banks/FI - - - - - - - - -

(e) Any other - - - - - - - - -

Sub - Total (A) (2):- - - - - - - - - -

Total Shareholding of Promoter (A) = (A) (1)+(A)(2)

970872 - 970872 16.11 970872 - 970872 16.11 NIL

B. Public Shareholding - - - - - - - - -

1 Institutions - - - - - - - - -

(a) Mutual Funds - - - - - - - - -

(b) Banks/FI - - - - - - - - -

(c) Central Government - - - - - - - - -

(d) State Government(s) - - - - - - - - -

(e) Venture Capital Funds - - - - - - - - -

(f ) Insurance Companies - - - - - - - - -

(g) FIIs - - - - - - - - -

(h) Foreign Venture Capital Funds

- - - - - - - - -

(g) Others (Specify) - - - - - - - - -

Sub - Total (B) (1):- - - - - - - - - -

i) Category-wise Shareholding (Contd.)

Sl. No.

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

change during

the yearDemat Physical Total

% of Total

SharesDemat Physical Total

% of Total

Shares

2 Non-Institutions

a) Bodies Corp.

i) Indian 335293 63400 398639 6.62 501939 63400 565339 9.38 2.76

ii) Overseas (OCB) - - - - - - - -

b) Individuals

i) Individual Shareholders holding nominal share capital up to `1 lakh.

1912852 1235439 3148291 52.25 1902327 1230239 3132566 51.99 -0.26

ii) Individual Shareholders holding nominal share capital in excess of `1 lakh.

1187032 187300 1374332 22.81 1145211 187300 1332511 22.11 -0.70

c) Others (Specify)

i. Foreign bodies – DR - - - - - - - -

ii. Non Resident Individuals

127902 - 127902 2.12 23402 - 23402 0.39 1.73

iii. Trusts - - - -

iv. Clearing Members 5600 - 5600 0.09 1000 - 1000 0.02 -0.07

Sub - Total (B) (2):- 3568679 1486139 5054818 83.89 3573879 1480939 5054818 83.89 -

Total B=B(1)+B(2) 3568679 1486139 5054818 83.89 3573879 1480939 5054818 83.89 -

Total (A+B) 4539551 1486139 6025690 100 4544751 1480939 6025690 100 -

C. Shares held by Custodian for GDR & ADRs

- - - - - - - -

Grand Total (A+B+C) 4539551 1486139 6025690 100 4544751 1480939 6025690 100 100

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ii) Shareholding of Promoters/Promoters Group

Sl. No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

% change in

shareholdingduring

the year

No. of Shares

% of total

Shares of the

Company

% of Shares Pledged/

encumberedto total Shares

No. of Shares

% of total Shares of the

Company

% of Shares Pledged/

encumberedto total Shares

1 A V SR Holdings Private Ltd 508736 8.44 0 508736 8.44 0 Nil

2 Alluri Gopala Krishnam Raju 295800 4.91 0 295800 4.91 0 Nil

3 Alluri Venkata Narasimha Raju 75609 1.25 0 75609 1.25 0 Nil

4 A A V Ranga Raju 75000 1.24 0 75000 1.24 0 Nil

5 Jampana Venkata Ranga Raju 10409 0.17 0 10409 0.17 0 Nil

6 Jampana Sridevi 5300 0.09 0 5300 0.09 0 Nil

7 NCC Limited 9 0.00 0 9 0.00 0 Nil

8 Alluri Srimannarayana Raju 9 0.00 0 9 0.00 0 Nil

Total 970872 16.11 0 970872 16.11 0

(iii) Change in Promoters’/Promoters’ Group Shareholding

There has been no change in the share holding of the promoters.

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs )

Sl. No Name of the Shareholder

Shareholding at the beginning of the year

Change in Shareholding

Shareholding at the end of the year

No of Shares

% of total shares of the

CompanyIncrease Decrease No of

shares

% of total shares of the

Company

1 RABEN TECHNOLOGY SOLUTIONS PVT LTD

163714 2.72 - - 163714 2.72

2 MANTENA RAJU 140000 2.32 - - 140000 2.32

3 BINITA RAMESH ANANDPARA 100000 1.66

4 JAYANTILAL PREMJI SHAH 99750 1.66 - - 99750 1.66

5 NAYANA VADILAL VASA 92175 1.53 8700 - 100875 1.67

6 KRISHNARJUNA CONSTRUCTION PVT LTD

56800 0.94 - - 56800 0.94

7 VARAGANI BRAHMAIAH 54300 0.90 2000 - 56300 0.93

8 NAGESWARA RAO DIVVELA 50500 0.84 - - 50500 0.84

9 BHARAT JAMNADAS DATTANI 45475 0.75 - 45475 - -

10 OMNI ADVISORY AND FINVEST CO. PVT. LTD.

42750 0.71 - - 42750 0.71

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(v) Shareholding of Directors and Key managerial Personnel :

Sl. No

Name of the Director and KMP

Shareholding at the beginning of the year

Change in Shareholding (No. of Shares)

Shareholding at the end of the year

No of Shares

% of total shares of the

CompanyIncrease Decrease No of

shares

% of total shares of the

Company

Directors

1 Alluri Gopala Krishnam Raju 295800 4.91 - - 295800 4.91

2 Y D Murthy 100 0.00 - - 100 0.00

3 M Peddi Raju - - - - - -

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

The company does not have any debts or loans as of 31st March, 2015.

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ANNEXURE – 2 Form No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

To, The Members, NCC Finance Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NCC Finance Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the NCC Finance Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by NCC Finance Limited (“the Company”) for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(vi) The Listing Agreement entered into by the Company with the BSE Limited.

(vii) The industry specific Acts, labour and other applicable laws as provided by the management of the Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that :

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has:

The Company has not appointed at least one woman director as per Section 149(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment of Directors) Rules, 2014. ( Section 149(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment of Directors) Rules, 2014 does not exempt listed company from appointing at least one woman director on the Board)

The Company has not appointed the Key Managerial Personnel as per Section 203 of the Companies Act, 2013. (Section 203 of the Companies Act does not exempt listed company from appointing of KMP even though the company is non-operational)

For BS & Company Company Secretaries

Sd/- Dafthardar SoumyaPlace: Hyderabad Membership No. 29312Date : 20-05-2015. Certificate of Practice No. 13199

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure’ and forms an integral part of this report.

To,The Members,NCC Finance Limited.

Our report of even date is to be read with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.

4. Where ever required, we have obtained Management Representation about the compliance laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For BS & Company Company Secretaries

Sd/- Dafthardar SoumyaPlace: Hyderabad Membership No. 29312Date : 20-05-2015. Certificate of Practice No. 13199

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REPORT ON CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company hereby submits the report on the matters as mentioned in the said clause.

1. PHILOSOPHY OF THE COMPANY ON THE CODE OF GOVERNANCE:

The Company aims at achieving transparency, accountability and equity in its operations, and in all interactions with the stakeholders, including the shareholders, employees, government and other constituents while fulfilling the role of a responsible corporate representative committed to good corporate practices. The Company is committed to achieve the good standards of Corporate Governance.

2. BOARD OF DIRECTORS:

As on 31st March, 2015 the Board of the Company consists of Three Directors. The details of the Composition and Category of Directors, number of Board Meetings held during the year, attendance of the Directors at the Board / Committee Meetings and other Directorships held by the Directors are as follows:

Name Category Designation

No. of Board Meetings held during the last financial Year

No. of Board

Meetings Attended

No. of Memberships in Boards of other Public

Companies

Attendance of each

Director at last AGMBoard #Committee

Sri A G K Raju Promoter/Non Executive Director

Director 4 4 4 5 No

Sri Y D Murthy Non Executive and Independent Director

Director 4 4 4 3 Yes

Sri M Peddi Raju Non Executive and Independent Director

Director 4 4 NIL 2 Yes

# Membership in Audit and Stakeholders Relationship Committee of Public Limited Companies (including NCC Finance Ltd) only.

The Meetings of the Board of Directors of the Company were held on the following dates:

26th May, 2014, 14th August, 2014, 14th November, 2014 and 12th February, 2015.

Information Supplied to the Board

As a policy measure, all the major decisions, which involve new investments and capital expenditure, in addition to the matters which statutorily require Board approval, are put up for consideration of the Board. The relevant information is regularly provided to the Board as part of the agenda papers well in advance of the Board meetings or is tabled at the Board Meeting. The information provided to the Board include

y Annual operating plans & budgets and any updates.

y Capital budgets and any updates.

y Quarterly, half yearly and annual results of the Company.

y Minutes of the meetings of the Audit Committee and other Committees of the Board.

y Show cause, demand, prosecution notices and penalty notices which are materially important.

y Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

y Any material default in financial obligations to and by the company, or substantial non-payment by clients.

y Non-compliance of any regulatory, statutory or listing requirement and shareholders service such as non-payment of dividend, delay in share transfer etc.,

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The Board also periodically reviews compliance reports of all laws applicable to the company, prepared by the Company as well as steps taken by the company to rectify instances of non-compliances.

Code of Conduct

The Board of Directors of the company has laid a Code of Conduct for Directors and Senior Management Personnel. The Code of Conduct is posted on the Company’s web-site www.nccfinanceltd.com. All Directors and designated personnel in the senior management cadre of the Company have affirmed compliance with the code for the year under review. The declaration to this effect which is signed by Sri A G K Raju, Director is annexed to this report.

3. AUDIT COMMITTEE OF THE BOARD:

In terms of clause 49 of the Listing Agreement, the Audit Committee comprises of three Directors viz., Sri Y.D. Murthy (Chairman of the Committee), Sri M Peddi Raju and Sri A.G.K. Raju. The Committee met on the following dates,

26th May, 2014, 14th August, 2014, 14th November, 2014 and 12th February, 2015.

The terms of reference as stipulated by the Board to the Audit Committee include

a. Oversight of the Company’s financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the Board, focusing primarily on

(i) Any changes in accounting policies and practices.

(ii) Major accounting entries based on exercise on judgment by management.

(iii) Qualifications in draft audit report.

(iv) Significant adjustments arising out of audit.

(v) The going concern assumption.

(vi) Compliance with accounting standards.

(vii) Compliance with Stock Exchange and legal requirements concerning financial statements.

(viii) Disclosure of any related party transactions.

d. Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

e. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

f. Discussion with internal auditors any significant findings and follow up there on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

h. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

i. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has Reconstituted Remuneration Committee of the Board as Nomination and Remuneration Committee acomprising of Three Directors viz., Sri A G K Raju (Chairman of the Committee), Sri M Peddi Raju and Sri Y D Murthy. The Committee has been constituted to recommend/review the remuneration package of the Managing/Whole Time Directors. The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is to be in consonance with the existing Industry Practice.

No Remuneration was paid during the financial year 2014-2015 to any director.

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5. STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Board of the Company Re-constituted a Shareholders’/Investors’ Grievance Committee as Stakehodlers Relationship Committee comprising of Sri A G K Raju (Chairman of the Committee) and Sri M Peddi Raju as its members.

The Committee, inter alia, approves the issue of duplicate certificates and oversees and reviews all matters connected with servicing of investors. The Committee oversees the performance of the Registrar and Transfer Agents, and recommends measures for overall improvement in the quality of investor services.

All the requests were promptly attended to and there were no un-resolved shareholders requests were pending as on 31st March 2015. The company has processed and approved all valid requests received for transfers and dematerialisation of shares and there were no pending requests as on 31st March 2015.

6. GENERAL BODY MEETINGS :

YEAR AGM TIME PLACE

2011-12 28-09-2012 10.30 A.M Sri Sagi Ramakrishnam Raju Community Hall, Madhura Nagar, Hyderabad-500 038

2012-13 30-09-2013 10.30 A.M

2013-14 29-09-2014 10.30 A.M

Postal Ballot: During the year, there were no items of business requiring passing of resolution through Postal Ballot.

Details of Special Resolutions passed in Annual General Meetings held during past three years

AGM dt.28-09-2012 Keeping of Books and Registers other than Registered office of the Company

AGM dt.30-09-2013 NIL

AGM dt 29-09-2014 NIL

7. DISCLOSURES:

a. During the year no transactions have been entered into with related parties.

b. There have not been any occasions of non-compliance by the Company and no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

8. MEANS OF COMMUNICATION :

Quarterly results

The quarterly results of the Company are generally published in newspapers {(Business Standard and Andhra Prabha (regional language)} along with the official press releases.

The Management Discussion and Analysis Report is a part of the Annual Report.

9. General Shareholders’ Information

21ST Annual General Meeting : Date : 30th September, 2015

Time : 11.00 A.M

Venue : Sri Sagi Ramakrishnam Raju, Community Hall Madhura Nagar, Hyderabad-500 038.

Financial Calendar : The Tentative Calendar of events for the financial year 2015-2016 is given below:

Results for Quarter ending June 30, 2015 - August, 2015

Results for Quarter ending Sept 30, 2015 - November, 2015

Results for Quarter ending Dec 31, 2015 - February, 2016

Results for year ending March, 31, 2016 - May, 2016

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Book closure date : 24th September, 2015 to 30th September, 2015 (both days Inclusive)

Listing of Equity Shares : BSE Limited on Stock Exchanges

Stock Code : BSE Code : 531452

Demat ISIN Numbers in : ISIN NO : INE768B01012 NSDL & CDSL for Equity Shares

Market price Data: The monthly high and low stock quotations during the last financial year and performance in comparison to BSE are given below:

Month & YearBSE SENSEX

High Low No.of Shares Traded High Low

Apr-14 0.39 0.37 8150 22939.31 22197.51

May-14 0.40 0.37 19167 25375.63 22277.04Jun-14 0.60 0.40 35949 25725.12 24270.20July-14 0.85 0.63 60107 26300.17 24892.00Aug-14 0.76 0.73 10500 26674.38 25232.82Sep-14 1.02 0.70 18249 27354.99 26220.49

Oct-14 1.45 1.06 132586 27894.32 25910.77

Nov-14 1.50 1.26 48751 28822.37 27739.56Dec-14 1.28 0.99 41151 28809.64 26469.42Jan-15 1.39 1.01 119559 29844.16 26776.12Feb-15 1.00 0.95 14162 29560.32 28044.49Mar-15 0.95 0.79 18461 30024.74 27248.45

Share Transfer System : The share transfers which were received in physical form were processed and the share certificates returned within a period of 15 days from the date of receipt, subject to the documents being found valid and complete in all respects. The company has appointed M/s. Karvy Computershare Pvt. Ltd as Registrar and Transfer Agents for dealing with all the activities connected with both physical and demat segments pertaining securities to the Company.

Dematerialisation of Shares : Over 75.42 % of the Company’s shares have been dematerialized up to 31st March, 2015. Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 25th September, 2000 as per notification issued by the Securities and Exchange Board of India (SEBI).

Distribution of Shareholding :

As on 31.03.2015, the distribution of Company’s Shareholding was as follows :

Category (No of shares) Shareholders SharesFrom To Number % of Total Number % of Total

1 5,000 4104 77.30 883083 14.655,001 10,000 526 9.91 462233 7.67

10,001 20,000 269 5.07 425258 7.0620,001 30,000 167 3.15 428622 7.1130,001 40,000 52 0.98 189855 3.1540,001 50,000 59 1.11 287171 4.7750,001 1,00,000 76 1.43 556640 9.24

1,00,001 And above 56 1.05 2792828 46.35Total 5309 100.00 6025690 100

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Investor’s correspondence: M/s. Karvy Computershare Pvt. Ltd Karvy Selenium Tower B, Plot No.31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad -500 031 Phone:040-67161500 Fax:040-23420814 E-mail: einward.ris@karvy.com www.karvycomputershare.com

Physical/Electronic mode Investor’s General Correspondence : The Secretarial Department NCC Finance Limited, NCC House, 9th Floor Madhapur, Hyderabad-500 081 Ph. No’s: 040- 23268888 Fax : 040-23125555 E-Mail : investors.nccfl@yahoo.com & ho.secr@nccltd.in www.nccfinanceltd.com

Declaration of Compliance with the Code of Conduct

I hereby confirm that the company has obtained from all the members of the Board affirmation that they have complied with the Code of Conduct Board members in respect of the financial year ended 31st March, 2015

For NCC Finance Limited

A G K RajuPlace: Hyderabad Director Date: 20th May, 2015 DIN No. 00019100

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To The Members of NCC FINANCE LIMITED

We have examined the compliance of conditions of Corporate Governance by NCC Finance Limited, for the year ended on March 31, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representation made by the Directors and the management, we certify that the Company has complied with the conditions of the Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

for M. Bhaskara Rao & Co.Chartered Accountants(Regn.No.000459S)

V K MuralidharPartnerM.No.201570

Place: HyderabadDate: 20-05-2015

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Independent Auditor’s Report

ToThe Members ofNCC Finance Limited,

We have audited the accompanying financial statements of NCC Finance Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

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 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 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 the fraud 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and the 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 in accordance with 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 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 other operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and it’s profit and it’s cash flows for the year ended on that date.

Emphasis of Matter

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

Our opinion is not modified in this regard.

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 of India , in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 of the Order.

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

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

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

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

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d) in our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) in our opinion, there are no financial transactions or matters which have any adverse effect on the functioning of the Company.

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

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

a. The Company does not have any known pending litigations.

b. The Company has not entered into any long term contracts including derivative contracts. Hence, reporting on making provisions as required under any law or accounting standards, for material foreseeable losses does not arise , at present.

c. There are no amounts which need to be transferred to the Investor Education Protection Fund.

M Bhaskara Rao & CoChartered Accountants

(Regn.No.000459S)

V K MuralidharPartner

M.No.201570Place: HyderabadDate: 20-05-2015

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

i. The company does not have any fixed assets. Hence, the provisions of clause 3(i)(a) and (b) of the Order are not applicable to the Company.

ii. The company does not have any inventory during the year. Hence, the provisions of clause 3(ii) (a) (b) and (c) of the Order are not applicable.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, provisions of clause 3(iii) of the Order are not applicable.

iv. According to the information and explanations given to us and in our opinion, the company has neither purchase of inventory/fixed asset nor sale of goods and services. Hence provisions of clause 3(iv) of the Order is not applicable.

v. According to the information and explanations given to us, the Company has no outstanding deposits from the public. Further, during the year under report, the Company has not accepted any deposits from public under the provisions of Section 73 and Section 74 of the Act and the Rules framed there under. Therefore, the provisions of clause 3(v) of the Order are not applicable.

vi. According to the information and explanations given to us and in our opinion, the Central Government has not prescribed maintenance of cost records under Section 148(1) of the Act. Hence, the provisions of clause 3(vi) of the Order are not applicable.

vii. a) The Company has been regular in depositing undisputed applicable statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess Investor Education Protection Fund and other material statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and Investor Education Protection Fund were in arrears, as at 31st March 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no dues of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues which have not been deposited on account of any dispute

viii. Accumulated losses of the Company as at 31st March 2015 have exceeded fifty percent of its net worth. The Company has not incurred cash losses during the year covered by the report. The company has incurred cash losses in the financial year immediately preceding the financial year.

ix. According to the information and explanations given to us and in our opinion, as at March 31, 2015, the Company has no dues to financial institutions / banks. The Company has not issued debentures.

x. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks or Financial institutions.

xi. According to the information and explanations given to us and in our opinion, during the year under report, no term loans were availed.

xii. During the course of our examinations of the books and records of the Company carried out in accordance with the generally accepted practices in India and accordance to the information and explanations given to us, no instance of fraud on or by the Company was noticed or reported during the year, nor have we been informed of such case by the management.

M Bhaskara Rao & CoChartered Accountants

(Regn.No.000459S)

V K MuralidharPartner

M.No.201570Place: HyderabadDate: 20-05-2015

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BALANCE SHEET AS AT MARCH 31,2015(Amount in `)

Particulars Note As at March 31, 2015 As at March 31, 2014

EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDS

Share Capital 3 602,40,320 602,40,320

Reserves and Surplus 4 (591,57,339) (592,05,665)

10,82,981 10,34,655

CURRENT LIABILITIES

Trade Payables 5 6,93,288 6,93,288

Other Current liabilities 6 48,544 49,349

7,41,832 7,42,637

Total 18,24,813 17,77,292

ASSETS

NON-CURRENT ASSETS

Non-Current Investments 7 - 2,38,963

CURRENT ASSETS

Trade receivables 8 - -

Cash and Bank Balances 9 16,85,726 14,19,599

Other Current Assets 10 1,39,087 1,18,730

18,24,813 15,38,329

Total 18,24,813 17,77,292

Corporate information and Significant accounting policies 1&2

See accompanying notes forming part of the financial statements

As per our Audit Report of even date attached

for M. Bhaskara Rao & Co. For and on behalf of the BoardChartered Accountants

V.K. Muralidhar A G K Raju M P RAJUPartner Director Director M.No.201570 (DIN No. 00019100) (DIN No. 01516288) Place: HyderabadDate: 20-05-2015

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015(Amount in `)

Particulars Note Year ended March 31, 2015

Year ended March 31, 2014

REVENUE

Revenue From Operations - -

Other Income 11 4,11,045 1,26,508

4,11,045 1,26,508

EXPENSES

Other Expenses 12 3,62,719 2,61,560

3,62,719 2,61,560

PROFIT/(LOSS) BEFORE TAX 48,326 (1,35,052)

TAX EXPENSE

Current Tax - -

PROFIT/(LOSS) AFTER TAX 48,326 (1,35,052)

Earnings per share of face value of ` 10/- each. 15

- Basic 0.01 (0.02)

- Diluted 0.01 (0.02)

Corporate information and Significant accounting policies 1&2

See accompanying notes forming part of the financial statements

As per our Audit Report of even date attached

for M. Bhaskara Rao & Co. For and on behalf of the BoardChartered Accountants

V.K. Muralidhar A G K Raju M P RAJUPartner Director Director M.No.201570 (DIN No. 00019100) (DIN No. 01516288) Place: HyderabadDate: 20-05-2015

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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015(Amount in `)

Year ended March31,2015

Year ended March31,2014

A CASH FLOW FROM OPERATING ACTIVITIES

Net profit/(Loss) Before Tax And Extraordinary items 48,326 (1,35,052)

Adjustments :

Finance costs 454 780

Interest received (98,237) (1,18,508)

Dividend received - (8,000)

(Profit) /Loss on sale of Investments (3,12,808) -

Provision for Investments 44,564 85,621

Operating Profit / (Loss) Before Working Capital Changes (3,17,701) (1,75,159)

(Increase)/Decrease in short term loans 562 (1,333)

Increase /(Decrease) in Trade payables (806) (3,698)

Cash Generated From/(used) in operating activities (3,17,945) (1,80,190)

Direct Taxes paid - -

Tax Deducted at Source 10,048 3,086

Net Cash Flow From/(used) in Operating Activities (A) (3,07,897) (1,77,104)

B CASH FLOW FROM INVESTING ACTIVITIES

Interest/Dividend Received 62,960 1,26,187

Sale of Investments 5,11,518 -

Net Cash flow from /(used) in Investing Activities (B) 5,74,478 1,26,187

C CASH FLOW FROM FINANCING ACTIVITIES

Finance costs (454) (780)

Net cash flow (used in) Financing activities (C) (454) (780)

Net increase/(decrease)In cash and cash equivalents (A+B+C) 2,66,127 (51,697)

Cash and cash equivalents at the beginning of the year 14,19,599 14,71,296

Cash and cash equivalents at the end of the year 16,85,726 14,19,599

Note: Figures in brackets represents cash outflows

See accompanying notes forming part of the financial statements

As per our Audit Report of even date attached

for M. Bhaskara Rao & Co. For and on behalf of the BoardChartered Accountants

V.K. Muralidhar A G K Raju M P RAJUPartner Director Director M.No.201570 (DIN No. 00019100) (DIN No. 01516288) Place: HyderabadDate: 20-05-2015

27

Notes forming part of the financial statements

1) Corporate Information

NCC Finance Limited was incorporated in the year 1994 to carry on the. business of Hire Purchase, Leasing and advancement of Short-term loans to its various clients such as Individuals, Partnership Firms and Companies.

2) Significant Accounting Policies

i) Basis of preparation:

The financial statements are prepared under the historical cost convention on accrual basis in accordance with the Generally Accepted Accounting Principles (GAAP) that are followed in India. GAAP comprises the mandatory accounting standards as prescribed by Companies (Accounting Standards) Rules 2006 [which continue to apply under Companies Act, 2013 (“the Act”)] and other applicable provisions of the Act. All incomes and expenditures, having a material bearing on the financial statements, are recognized on an accrual basis.

ii) Investments:

Long term Investments are valued at cost less provision made to recognize any decline, other than temporary, in the value of such investments.

iii) Taxes on Income:

Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognized on timing differences; being the difference between taxable income and accounting income that originate in one period and is capable of reversal in one or more subsequent periods.

3 SHARE CAPITAL As at March 31, 2015 As at March 31, 2014No of Shares Amount in ` No of Shares Amount in `

AUTHORISEDEquity Shares of ` 10 each 70,00,000 700,00,000 70,00,000 700,00,000 Issued, Subscribed and Paid up Equity Shares of ` 10 each fully paid

60,04,090 600,40,900 60,04,090 600,40,900

Equity Shares of ` 10 each 21,600 2,16,000 21,600 2,16,000 Less : Calls in Arrears 16,580 16,580

602,40,320 602,40,320

3.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting periodAs at March 31, 2015 As at March 31, 2014

No of shares Amount in ` No of shares Amount in `Equity shares of `10 eachAt the beginning of the period 60,25,690 602,56,900 60,25,690 602,56,900 Issued during the period - - - - Outstanding at the end of the period 60,25,690 602,56,900 60,25,690 602,56,900

3.2 Rights, preferences and restrictions attached to equity sharesThe company has only one class of shares referred to as equity shares having a par value of `10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

3.3 Details of shareholders holding more than 5% shares in the companyAs at March 31, 2015 As at March 31, 2014

Equity shares of `10 each fully paid No of shares % Shareholding No of Shares %

ShareholdingA V S R Holdings Private Limited 5,08,736 8.44 5,08,736 8.44

28

Notes forming part of the financial statements

4 Reserves and Surplus (in `)As at

March 31, 2015As at

March 31, 2014Securities Premium AccountOpening Balance 15,00,000 15,00,000 Closing balance 15,00,000 15,00,000 Surplus in Statement of Profit & LossOpening Balance (607,05,665) (605,70,613)Add: Net loss after tax transferred from Statement of Profit and Loss 48,326 (1,35,052)Closing balance (606,57,339) (607,05,665)

Total (591,57,339) (592,05,665)

5 Trade Payables (in `)As at

March 31, 2015As at

March 31, 2014Trade Payables 6,93,288 6,93,288 Balance in respect of Trade payables are subject to confirmation

6 Other Current Liabilities (in `)As at

March 31, 2015As at

March 31, 2014Other payables 27,944 27,944 Provision for Expenses 20,600 21,405

Total 48,544 49,349

7 Non-Current Investments

Name of the Body CorporateAs at March 31, 2015 As at March 31, 2014

No. of Shares Amount in ` No. of Shares Amount in `Investment in Equity Instruments (Others)-Fully paidUnquoted Somkan Marine Ltd 2,000 46,750 2,000 46,750 Ncc Bluewater Products Ltd 40,900 3,14,210 40,900 3,14,210 Akai Impex Ltd 1,000 60,000 1,000 60,000 Stieful und Schuh (I) Ltd. 500 5,000 500 5,000 K L G Systels Ltd 11,515 29,65,164 11,515 29,65,164

QuotedPennar Industries Ltd - - 8,000 1,98,710

Total 33,91,124 35,89,834

Less : Provision for dimunition in the value of Investments

33,91,124 33,50,871

Closing Balance - 2,38,963

Aggregate Market value of Quoted Investments

- 2,38,963

Aggregate Market value of Unquoted Investments

- -

29

Notes forming part of the financial statements

8 Trade Receivables (in `)As at

March 31, 2015As at

March 31, 2014(Unsecured and Considered doubtful)Outstanding for a period exceeding six months 18,54,011 18,54,011 Less: Provision for doubtful debts 18,54,011 18,54,011

Total - -

9 Cash and Bank Balances (in `)As at

March 31, 2015As at

March 31, 2014Balance with banks- In Current Account 1,74,375 4,10,978 - in Deposit Account 15,00,000 10,00,000 Cash on hand 11,351 8,621

Total 16,85,726 14,19,599

10 Other Current Assets (in `)As at

March 31, 2015As at

March 31, 2014

Balances with government authorities 49,887 59,935 Advance to others 771 1,333 Interest accrued but not due 88,429 57,462

Total 1,39,087 1,18,730

11 Other Income (in `)Year ended

March 31, 2015Year ended

March 31, 2014Interest Income 98,237 1,18,508 Dividend Income - 8,000 Profit on sale of Investments 3,12,808 -

Total 4,11,045 1,26,508

12 Other Expenses (In `)Year ended

March 31, 2015Year ended

March 31, 2014Administrative ExpensesPostage & Telegrams 44,605 19,421 Directors` Sitting Fee - 4,000 Printing & Stationery 28,575 20,710 Legal & Consultancy charges 32,193 71,745 Registration and Renewals 1,31,560 30,312 Advertisement Expenses 4,891 - Auditors Remuneration:

a. Statutory Audit Fee 15,000 15,000 b. Out of Pocket Expenses 5,000 5,000 c. Certification 5,618 -

Interest to others 36,862 - Provision for diminution in value of investments 44,564 85,621 Miscellaneous Expenses 13,851 9,751

Total 3,62,719 2,61,560

30

Notes forming part of the financial statements

13 The Company has drawn up its accounts on a going concern basis, not withstanding the substantial erosion of its net worth, accumulated losses and closure of its finance business. The Company is exploring alternative business opportunities

14 Transactions with related parties is as follows:

Related Parties

Key Management Personnel :

Sri A. G. K. Raju

Enterprises Owned or significantly influenced by Key Management Personnel:

NCC Limited

There are no related party transactions relating to the year 2014-15 and also corresponding previous year 2013-14.

15 Earnings per share (In `)

Year ended March 31, 2015

Year ended March 31, 2014

Net Profit /(Loss) available for equity shareholders 48326 (1,35,052)

Weighted Average number of equity shares for Basic EPS (in Nos.) 6025690 6025690

Face Value per share 10 10

Basic and Diluted EPS 0.01 (0.02)

for M. Bhaskara Rao & Co. For and on behalf of the BoardChartered Accountants

V.K. Muralidhar A G K Raju M P RAJUPartner Director Director M.No.201570 (DIN NO.00019100) (DIN NO.01516288) Place: HyderabadDate: 20-05-2015

Registered Office: NCC House, Madhapur, Hyderabad – 500 081.Corporate Identity Number: L65993TG1994PLC017737

ATTENDANCE SLIP21st ANNUAL GENERAL MEETING

30th SEPTEMBER, 2015 AT 11:00 A.M.

DP Id. Name & Address of the registered Shareholder

Client Id/Regd.

No. of Shares

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the ANNUAL GENERAL MEETING of the Company being held on Wednesday, 30th September, 2015 at 11:00 a.m. at the Sri Sagi Ramakrishnam Raju Community Hall, Madhura Nagar, Hyderabad-500038, Telangana.

.................................................................Note: Please complete this and hand it over at the entrance of the venue of the AGM Member’s/Proxy’s Signature

Form No. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L65993TG1994PLC017737

Name of the Company : NCC Finance Limited

Registered Office : NCC House, Madhapur, Hyderabad – 500 081, Telangana.

Name of the member (s) :

Registered address :

E-mail Id :

Folio No/ Client Id DP ID

I/We, being the member (s) of .............................................. shares of the above named company, hereby appoint

1. Name

Address

E-mail IdSignatureor failing him

2. Name

Address

E-mail IdSignatureor failing him

3. Name

Address

E-mail Id Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Wednesday, 30th September, 2015 at 11:00 a.m. at the Sri Sagi Ramakrishnam Raju Community Hall, Madhura Nagar, Hyderabad-500038, Telangana any adjournment thereof in respect of such resolutions as are indicated below:

Resolutions (Please tick (P) against the box)

1 c 2 c 3 c

Signed this .................. day of ......................... 2015.

Signature of shareholder :

Signature of Proxy holder(s) :

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp

PRINTED MATTER

BOOK-POST

Regd. Office : NCC House, Madhapur, Hyderabad - 500 081.Tel : 040 - 2326 8888, Fax : 040 - 2312 5555

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