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Directors Report of Noida Toll Bridge Company Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Particulars

Year Ended 31-Mar-16

Year Ended 31-Mar-15

Income from Operations

1,289.56

1,229.92

Other Income

28.18

75.16

Operating & Administration

365.65

352.41

Expenses

Profit Before Interest and

952.09

952.67

Depreciation/Amortization & tax

Interest & Finance Charge

26.47

81.06

Depreciation/Amortization

322.64

21.73

Tax Expenses

(220.91)

41.68

Net Profit carried to Balance

823.89

808.20

Sheet

Balance Brought forward

1,609.56

1,482.13

Amount available for

2,433.45

2,290.33

appropriation

APPROPRIATIONS

Transfer to Debenture

-

9.83

Redemption Reserve

Interim Dividend

279.30

372.39

Proposed Dividend

279.30

186.20

Dividend Distribution Tax

113.72

112.36

Profit carried to Balance Sheet

1,761.13

1,609.55

The Income from Operations has increased from Rs. 1,229.92 million to Rs. 1,289.56 million, a 4.85% increase while Profit after Tax (PAT) has increased by 1.94% over the Previous Year.

The reduction in Profit Before Tax (PBT) is primarily on account of change in the useful life of the Intangible Asset “Right to collect toll” and Building, which has been revised to 30 years as consequence of the recent development wherein the Board of Directors of the Company, on July 9, 2015, considered and approved a draft proposal (subject to approval by NOIDA and the Company''s Shareholders) for modification to clauses in the Concession Agreement, including terminating the concession period on March 31, 2031.

Consequent to the change in useful life, depreciation expense in the statement of Profit and Loss is higher by Rs.281.50 Mn. However, increase in PAT by 2% is primarily on account of the reversal of Deferred Tax Liability during the year ended March 31, 2016 - consequent upon the change in the useful life, certain portion of timing difference in respect of depreciation will reverse during the tax holiday period. Anticipated tax benefits of such reversal for the full year have been considered in estimated annual effective income tax rate and accordingly tax expenses of Rs.234.20 Mn has been reversed during the year.

DIVIDEND AND RESERVES

Your Directors have recommended a dividend of 30% (Rs. 3.00/per share of Rs.10/- each) for the FY 2015-16, which includes the interim dividend of 15% Rs. 1.5/- per share of Rs.10/- each) paid out in the month of March 2016 and balance to be paid out after approval of the Shareholders at the Annual General Meeting of the Company to be held in September 2016.

During the year under review, no amount from profit was transferred to General Reserve.

BORROWINGS

The Company has repaid Secured Loan (Deep Discount Bonds) amounting to Rs.224.03 Mn during the year under review in accordance with scheduled repayment terms.

During the year under review, the Company has drawndown a secured term loan amounting to '' 430 million.

OPERATIONS

There has been an overall increase in Average Daily Traffic by 1.55% and in Revenue by 7.45% during the financial year 20152016 as compared to the Previous year mainly on account of an increase in user fees in December, 2014. While commercial traffic has witnessed a fall by 4.26%, car traffic has increased by 2.2% and two-wheeler traffic has increased marginally, by 1.4%. The slowdown in commercial traffic (heavy vehicles) started from November 2015 due to the levy of “Environment Compensation Charge” (ECC) on non-destined commercial vehicles entering Delhi. The imposition of the ECC resulted in heavy vehicles taking alternate routes, thus reducing commercial traffic on the facility.

The Annual Average Daily Traffic (AADT) during the year under review was 116,949 vehicles as against 115,162 vehicles in the Previous Year. The Annual Average Revenue/Day has increased to '' 3.03 million during the year under review, from '' 2.82 million in the Previous Year, indicating an increase of around 7.45%.

The Average Daily Traffic (class wise) and Average Daily Revenue during the year under review, is presented in the Table below:

Month

Buses/ Trucks

Two-Wheelers

Cars

Total

Traffic Growth over previous year

Revenue

(''/day)

Revenue Growth over previous year

(vehicles/

day)

(vehicles/

day)

(vehicles/

day)

Average

3,639

22,622

90,688

1,16,949

1.55%

30,38,745

8%

During the year under review, the Company successfully upgraded its Toll Technology and extended its ETC methods of payment to include Radio Frequency Identification Device (RFID) technology. The new technology is ‘state of the art’ and designed for application of new and multiple methods of payment like video tolling, credit cards, mobile tolling etc. The technology will enable the Company to focus on increasing usage of electronic toll payment methods, thereby increasing throughput through the toll plaza and reducing the waiting time and will also enable faster cash transactions. The high accuracy of the Automatic Vehicle Classification system as well as the ICS cameras, also minimize leakage.

The Company is entitled to annual CPI linked/formula driven increases in User Fees which have not been permitted at regular intervals since April 2009. The last partial User Fee increase was implemented with effect from December 20, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2015, was '' 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2016 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with its subsidiary form part of this Report. A statement containing salient features of the financial statement of subsidiaries/associate companies in the prescribed Form AOC- 1 is annexed to this Report as Annexure 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Arun Saha, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013, and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

During the year under review there has been no change in the composition of the Board of Directors of the Company.

Pursuant to the provisions of the Companies Act, 2013, and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has devised a Policy for performance evaluation of all the Independent Directors, Board and Committees of Directors, both executive and non-executive. A structured questionnaire was prepared, covering various aspects of the Board’s functioning, execution and performance of duties, obligations and governance. An evaluation of performance for FY 201516 has been conducted. The Directors have expressed their satisfaction with the performance of each of the Directors, Committees and the Board.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Harish Mathur, Executive Director & CEO, Ms. Monisha Macedo, Whole Time Director, Mr. Rajiv Jain, CFO and Ms. Pooja Agarwal, Company Secretary, continue as Key Managerial Personnel of the Company. There has been no change in the Key Managerial Personnel during the year under review.

The following policies of the Company are annexed to this Report:

1. Selection Criteria for Independent Directors of the Company along with the Criteria for Independence (Annexure 2)

2. Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure 3)

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met eight times during the year under review. Details on the Meetings form part of the Corporate Governance Report.

AUDIT COMMITTEE

As per Section 177 of the Companies Act, 2013, the Audit Committee of Directors comprises 6 Directors out of which 4 are Independent. The Independent Directors on the Committee are; Mr. R.K. Bhargava (Chairman), Dr. Sanat Kaul, Mr. Piyush Mankad and Mr. Deepak Premnarayen. The other Members are Mr. Arun Saha, Director and Mr. Harish Mathur, Executive Director & CEO.

All recommendations made by the Audit Committee were accepted by the Board.

Detailed composition of the Committee along with information on the meetings held and attended, are given in the Corporate Governance Report.

WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower / Vigil Mechanism Policy, to report genuine concerns or grievances concerning instances of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct and Business Ethics Policy. The Policy can be accessed on the website of the Company in the investor information section on www.ntbcl.com

The Company has not received any complaints under this policy during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (Prevention, Prohibition and Redressal) ACT, 2013

The Company has in place an anti Sexual Harassment Policy, in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received, regarding sexual harassment. All employees of the Company and its subsidiary (permanent, contractual, temporary, trainees) are covered under this Policy. One complaint was received and redressed, during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Company''s Corporate Social Responsibility Committee (CSR Committee) has been constituted and consists of five Directors, out of which two are Independent. The Independent Directors are Mr. R. K. Bhargava, Chairman and Dr. Sanat Kaul, Director. Other Members are Mr. Arun Saha and Mr. K. Ramchand, Directors and Mr. Harish Mathur, Executive Director & CEO. Details of the Committee along with information on the meetings held and attended are given in the Corporate Governance Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed in the investor information section on the Company''s website, www.ntbcl.com.

The Report on CSR activities conducted during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 and forms part of this Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

It may be noted that during the year under review, the Company has not made any investments nor given any loans / guarantees / provided security in connection with a loan granted to any person or body corporate in terms of Section 186 of the Companies Act, 2013.

Further, being an Infrastructure Company, provisions of Section 186 of the Companies Act, 2013 are not applicable.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arm''s length basis and in the ordinary course of business. The Company has not entered into any “material” Related Party Transactions during the year. Accordingly, the provisions of Section 188 of the Companies Act, 2013 are not attracted and disclosure in form AOC-2 is not required to be given. There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transaction framework which was approved by the Audit and Board of Directors of the Company at their meetings held on January 28, 2015. The policy on Related Party Transactions has been uploaded in the investor information section of the Company''s website, www.ntbcl.com. All Related Party Transactions, regardless of their size, are placed before the Audit Committee and in case a Transaction needs approval, as per the Policy, it is recommended to the Board by the Audit Committee. Omnibus approval was obtained on an annual basis from the Audit Committee for transactions which are repetitive in nature. A statement on all Related Party Transactions is placed before the Audit Committee and Board for review on a quarterly basis. Other than remuneration, none of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, Income Tax Department has raised a demand of '' 196.47 crores for Assessment Year 2013-14 which is primarily on account of addition of arrears of designated returns to be recovered in future from toll, revenue subsidy on account of allotment of Land. The Company has filed an appeal with the first Appellate Authority. Consequent upon the application made by the Company, the Income tax department have stayed the demand up to January 31, 2017.

In the earlier years, Income Tax Department has initiated assessment and reassessment u/s147 of the Income Tax Act, 1961 for Assessment Years 2007-2008, 2008-2009 and 20122013 and raised a demand primarily on account of addition of arrears of designated returns to be recovered in future from toll and other recoveries as per the Concession Agreement. The Company has filed an appeal by the first Appellate Authority. Pending disposal of an appeal by the Appellate Authority, on the application of the Company the Income Tax Department has stayed the demand up to January 31, 2017 or disposal of appeal by CIT(A) whichever is earlier. Details provided in Notes to Accounts.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There was no material change and commitment which materially effect the financial position of the Company occurred between the financial year ended on March 31, 2016 and the date of this report.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee stock option plans viz. ESOP 2004 and ESOP 2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP 2005 so far and 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company''s Equity Shares of ''10/- each, aggregating to Rs.1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. 10,815 Secured Deep Discount Bonds which were listed on the Bombay Stock Exchange Ltd., and the National Stock Exchange of India Ltd. have been redeemed on November 3, 2015 as per the terms of allotment read with the Scheme of Restructuring approved by the Hon''ble High Court of Judicature at Allahabad.

The Company''s Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the Alternative Investment Market (AIM) segment of the London Stock Exchange (LSE), the Company is required to prepare and submit annual and semi-annual financial statements prepared in accordance with IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2015 and March 31, 2016, have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP are available on the Company''s web site: www.ntbcl.com

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

Year ended 31-Mar-16 Rupees

Year ended 31-Mar-15 Rupees

Travel

2,92,760

-

Consultancy/ Legal Fees

47,71,233

57,76,802

During the year under review, the Company has replaced the conventional Sodium Vapour lamps being used in the Street Lighting System with energy efficient LED bulbs, to reduce its energy costs. Saving of around 40-50% on energy costs for lighting are expected to be achieved, while simultaneously increasing the lux levels.

The Company is also in the process of setting up a solar power generation system for its captive use.

CREDIT RATING

On repayment of long term loans and Deep Discount Bonds of the Company, CARE has withdrawn the rating assigned to the same.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance practices followed by the Company along with an Auditors'' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

RISK MANAGEMENT

The Company has carried out a detailed exercise at the operational as well as the corporate/strategic level, to identify and categorize risks with business and functional heads.

Being an operational project, the risks associated with revenue and Government support have become more significant over the years. Strategic risks viz. Revenue, Financial, Termination, General and Vendor Risks have also been identified and evaluated and the mitigation plan in existence has also been recorded.

A Risk Management Policy was approved by the Board of Directors of the Company on April 30, 2015.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls. The Company’s internal control system is commensurate with its size, scale and complexity of its operations. The internal audit is entrusted to M/s Patel & Deodhar, Chartered Accountants. The main thrust of the internal audit is to review controls and flag areas of concern and non- compliances, if any. No fraud has been reported so far.

DIRECTORS’ RESPONSIBILITY STATEMENT

The provisions of Section 134(5) of the Companies Act, 2013, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

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

(2) The Directors 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 and loss of the Company for that period;

(3) The Directors 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;

(4) The Directors have prepared the annual accounts on a going concern basis;

(5) The Directors, have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(6) The Directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Luthra & Luthra, Chartered Accountants, were appointed as the Auditors of the Company to hold office from the conclusion of the Annual General Meeting (AGM) held on September 29, 2014, till the conclusion of the 21st AGM of the Company to be held in 2017, for a period of three years, subject to ratification of their appointment by the Members at every AGM. A certificate confirming their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under, to continue as Auditors for FY 2016-17 has been received from the Auditors. The Members are required to ratify the appointment of M/s. Luthra & Luthra, Chartered Accountant as Statutory Auditors of the Company to enable them to continue as the Statutory Auditors till the conclusion of the AGM to be held for FY 2016-17 and to authorize the Board to determine their remuneration.

There are no audit qualifications in the financials for the year under review.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules 2014 framed there under, the Board of Directors had appointed. Mr. Vijaykumar C Solanki (Membership Number 29520), Cost Accountants, as the Cost Auditor of the Company for FY 2016-17. Mr. Solanki has also confirmed his eligibility for appointment for the FY 2016-17 and that he is free from any disqualifications for being appointed as Cost Auditor under the provisions of the Companies Act, 2013. The Board of Directors has recommended to the Members that the remuneration payable to Mr. Solanki, Cost Auditor for FY 2016-2017, be approved at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules framed there under, the Company has appointed GSK & Associates (Registration Number P2014UP036000) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 5 and forms part of the Directors’ Report.

There are no qualifications in the secretarial audit for the year under review.

OTHER STATUTORY DISCLOSURES

The Company had eight employees as on March 31, 2016. None of the employees were in receipt of remuneration of Rs.1 crore or more, during the year under review.

The information required under Section 197(2) of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year under review is given as Annexure 6 to the Report.

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company, for the year under review.

EXTRACTS OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9, as required under Section 92 of the Companies Act, 2013 is annexed to this Report as Annexure 7.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, the Promoter and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

DIN : 00016949

Date: July 29, 2016


Mar 31, 2015

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Year ended Year ended 31.03.2015 31.03.2014

Income from Operations 1,229.92 1,193.73

Other Income 75.16 49.99

Operating & Administration Expenses 352.41 312.48

PBDIT 952.67 931.24

Interest & Finance Charges 81.06 89.44

Depreciation/Amortization 21.73 19.52

Tax Expenses 41.68 274.75

Net Profit carried to B/S 808.20 547.53

Balance Brought forward 1,482.13 1,542.80

Amount available for appropriations 2,290.33 2,090.33

Appropriation

Transfer to General Reserve - 54.75

Transfer to Debenture Redemption Reserve 9.83 8.85

Interim Dividend 372.39 279.30

Proposed Dividend 186.20 186.20

Dividend Distribution Tax 112.36 79.10

Profit carried to Balance Sheet 1,609.55 1,482.13

The Income from Operations has increased by over 3% over the Previous Year while PBDIT has increased by over 2%. The Profit after Tax (PAT), however, has increased by 48% over the Previous Year. Increase in PAT is primarily on account of reduction of tax expenses i.e. Deferred Tax Liability. Since unabsorbed depreciation was fully set off in the last Financial year i.e.2013-14 and no such deferred tax expenses arose during the financial year ended March 2015.

DIVIDEND

Your Directors have recommended a dividend of 30% (Rs.3.00 per share of Rs. 10/- each) for the FY 2014-15, which includes the interim dividend of 20% (Rs.2 /- per share of Rs. 10/- each) paid out in the months of December 2014 and March 2015 and balance to be paid out after approval of the shareholders at the Annual General Meeting of the Company to be held in September 2015.

DEBT REPAYMENT

The Company has repaid loans amounting to Rs. 50 Mn during the financial year 2014- 2015. An amount of Rs. 224.03 Mn owed to Deep Discount Bond holders will be repaid in accordance with the scheduled repayment terms, during Financial Year 2015-16.

OPERATIONS

There has been an overall increase in Average Daily Traffic of 1.38% and in revenue by 4.53% during the year 2014- 2015 as compared to the previous year 2013- 2014. The commercial traffic has witnessed a growth of 6% and cars by 2%, while the two- wheeler traffic has declined marginally by 1%. The drop in two wheeler traffic is probably due to the opening of an underpass from Kalindi to Okhlaon December 19, 2014. The Annual Average Daily Traffic (AADT) during the year under review was 115,162 vehicles as against 113,591 vehicles in the Previous Year.

The Annual Average Revenue/Day has increased to Rs.2.82 million in Financial Year 2014-15, from Rs.2.69 million in the Previous Year, indicating an increase of around 5%. The Income from Operations increased from Rs. 1,193.73 million to Rs. 1,229.92 million, exhibiting a 3% increase.

The average daily traffic and average daily revenue is depicted in the chart below:

The increase in revenue during the year under review as compared to the Previous Year is attributable mainly to the increase in User Fee with effect from December 20, 2014.

The month-wise Average Daily Traffic and Average Daily Revenue from User Fees during FY 2014-15 under various classes of vehicles are presented in the Table below:

Month Buses/ Trucks Two-Wheelers Cars (vehicles/day) (vehicles/day) (vehicles/day)

Apr-14 3,505 23,146 88,903

May-14 3,506 22,993 88,670

Jun-14 3,634 21,891 86,307

Jul-14 3,922 23,670 91,987

Aug-14 3,881 23,475 88,455

Sep-14 4,149 24,529 87,691

Oct-14 3,939 22,487 85,437

Nov-14 4,326 23,777 91,723

Dec-14 4,063 21,221 90,395

Jan-15 3,530 18,373 87,034

Feb-15 3,817 21,508 92,851

Mar-15 3,470 21,343 88,337

Average 3,812 22,368 88,983

Month Total Traffic Revenue Revenue Growth* (Rs. / day) Growth*

Apr-14 1,15,554 0% 27,31,926 0%

May-14 1,15,169 3% 27,21,953 3%

Jun-14 1,11,833 6% 26,59,167 6%

Jul-14 1,19,580 4% 28,42,283 5%

Aug-14 1,15,811 5% 27,49,374 5%

Sep-14 1,16,369 1% 27,62,693 3%

Oct-14 1,11,863 -4% 26,63,341 -3%

Nov-14 1,19,826 4% 28,63,770 4%

Dec-14 1,15,679 3% 28,60,716 7%

Jan-15 1,08,937 -3% 28,84,689 7%

Feb-15 1,18,177 -2% 31,39,855 8%

Mar-15 1,13,151 0% 29,79,455 11%

Average 1,15,162 1% 28,21,602 5%

*over the corresponding period in the previous year.

The contract for supply, installation and maintenance of the Toll Technology was executed on February 21, 2015. The project is under implementation and will be completed within this financial year. Once implemented, the new technology will enable the Company to reduce waiting time at the toll plaza and provide improved services to users.

The Company is entitled to annual CPI linked/formula driven increases in User Fee which have not been permitted at regular intervals since April 2009. A partial User Fee increase was however implemented with effect from December 20, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2014, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2015 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with its subsidiary form part of this Report. A statement containing salient features of the financial statement of subsidiaries/associate companies in the prescribed Form AOC-1 is annexed to this Report as Annexure 1.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

The Concession Agreement governing the Noida Toll Bridge project was executed on November 12, 1997 between New Okhla Industrial Development Authority (NOIDA), Infrastructure Leasing & Financial Services Limited and the Company. The Noida Toll Bridge was one of the first green-field private toll bridge and road network project implemented in the country in a Special Purpose Company, formed for this purpose. With very little precedence, the Concession Agreement was drafted on a "Fixed Return, Variable Period" format. The privatisation of the road sector, however, has matured considerably since the execution of the Noida Toll Bridge Concession. The Concession Agreements executed for developing infrastructure projects like roads, bridges, tunnel, etc. by the authorities in the past have a fixed tenure ranging from 18 to 30 years depending on the size, geography, investment and the nature of the projects with no guaranteed returns on project cost.

Accordingly, the Board of Directors of the Company at their meeting held on July 9, 2015, considered and approved a proposal which, inter alia, includes modifications to clauses in the Concession Agreement dated November 12, 1997, pertaining to a fixed period concession, bringing an end to the concession period on March 31, 2031.

The proposal will be presented to the shareholders for approval. The modifications once approved will have an impact on the amortization policy of the Company.

There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report during the year under review, as required under Section 134(3) (I) of the Companies Act, 2013. During the year there was no change in the nature of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. K. Ramchand, Director, is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors has, at their Meeting held on January 28, 2015, appointed Ms. Monisha Macedo as a Whole Time Director of the Company with effect from February 23, 2015, subject to shareholder approval being obtained at this Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

In terms of Section 149 (7) of the Companies Act, 2013, every Independent Director is required to submit a declaration that he meets the criteria of Independence as defined under the Companies Act, 2013 and the Listing Agreement signed with the Indian Stock Exchanges. Declarations have been received from all the Independent Directors confirming that they meet the criteria of Independence'.

In terms of Clause 49 of the Listing Agreement, a familiarization program was conducted for the Board of Directors of the Company on March 13, 2015, briefing them on their roles and responsibilities, amendments made via the Companies Act, 2013 and the revised Listing Agreement, besides a brief overview of the Company's operations. The programme was attended by all the Independent Directors.

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Company has devised a Policy for performance evaluation of all the Independent Directors, Board, Committees of Directors and other Directors, both executive and non-executive. A structured questionnaire was prepared, covering various aspects of the Board's functioning, execution and performance of duties, obligations and governance and the evaluation of performance for FY 2014-15 conducted. The Directors have expressed their satisfaction with the performance of each of the Directors, Committees and the Board.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, during the year under review, Mr. Harish Mathur, Executive Director & CEO, Ms. Monisha Macedo, Whole Time Director, Mr. Rajiv Jain, CFO and Ms. Pooja Agarwal, Company Secretary have been appointed as Key Managerial Personnel.

The following policies of the Company are annexed to this Report:

1. Selection Criteria for Independent Directors of the Company alongwith the Criteria for Independence (Annexure 2)

2. Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure 3)

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met seven times during the year under review. Details on the Meetings form part of the Corporate Governance Report.

AUDIT COMMITTEE

As per Section 177 of the Companies Act, 2013, the Audit Committee of Directors comprises 6 Directors out of which 4 are Independent. Independent Directors on the Committee are; Mr. R.K. Bhargava (Chairman), Dr. Sanat Kaul, Mr. Piyush Mankad and Mr. Deepak Premnarayen. The other Members are Mr. Arun Saha, Director and Mr. Harish Mathur, ED & CEO.

All the recommendations made by the Audit Committee were accepted by the Board.

Detailed composition of the Committee along with information on the meetings held and attended, are given in the Corporate Governance Report.

WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower / Vigil Mechanism Policy for Directors and Employees. The main objective of the policy is to establish a vigil mechanism for Directors and Employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Business Ethics Policy. The Policy can be accessed on the website of the Company at www.ntbcl.com.

The Company has not received any complaints under this policy during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR Committee)

In terms of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility Committee was constituted by the Board of Directors of the Company on April 28, 2014. As stipulated in the Act, the Committee consists of 5 Directors out of which 2 are independent. The Independent Directors are Mr. R. K. Bhargava, Chairman and Dr. Sanat Kaul, Director. Other Members are Mr. Arun Saha and Mr. K. Ramchand, Directors and Mr. Harish Mathur, ED & CEO. Details of the Committee along with information on the meetings held and attended are given in the Corporate Governance Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website www.ntbcl.com.

The Report on CSR Activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 and forms part of this Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

It may be noted that during the year under review, the Company has not made any investments nor given any loans / guarantees / provided security in connection with a loan granted to any person or body corporate in terms of Section 186 of the Companies Act, 2013.

Further, being an Infrastructure Company, provisions of Section 186 of the Companies Act, 2013 are not applicable.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arm's length basis and in the ordinary course of business. The Company has not entered into any "material" Related Party Transactions during the year. Accordingly the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required to be given. There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transaction framework which was approved by the Audit and Board of Directors of the Company at their meetings held on January 28, 2015. The policy on Related Party Transactions has been uploaded on the Company's website, http://www.ntbcl.com

All Related Party Transactions regardless of their size are placed before the Audit Committee and in case a Transaction needs approval, as per the Policy, it is recommended to the Board by the Audit Committee. A statement on all Related Party Transactions is placed before the Audit Committee and Board for review on a quarterly basis. Other than remuneration, none of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Assessment / Re-assessment order for AYs 2007-08 and 2008-09 & 2012-13

The Company had received (on April 1, 2014) the Reassessment/Assessment orders for the AYs 2007-08, 2008-09 & 2012-13, along with the Notice of Demand u/s 156 of Income Tax Act, 1961.

Statutory appeals against the said orders have been filed before the Commissioner of Income Tax (Appeals). It may be noted that a substantial part of this demand is based on the calculation of returns forming part of outstanding project cost/designated return to be earned by the Company via collection of User Fee, pursuant to the terms of the Concession Agreement. The Department has classified a part of this outstanding Project Cost as "Other Income". The outstanding Project Cost is not a guaranteed return nor is it owed to the Company by any authority, hence the Department's stand is unlikely to withstand argument.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee stock option plans viz. ESOP 2004 and ESOP 2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP 2005 so far and 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company's Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd. These Bonds are due for redemption on November 3, 2015.

The Uttar Pradesh Stock Exchange Limited is in the process of exiting from the business of Exchanges. The exact date for this exit has not been communicated by SEBI as yet.

The Company's Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange (AIM), the Company is required to prepare and submit annual and semi annual financial statements prepared in accordance with IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2014 and March 31, 2015, have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP are available on the Company's web site: www.ntbcl.com

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year. The Company had the following foreign exchange outgo:

Year ended Year ended March 31, 2015 March 31, 2014 Rs. Rs.

(a) Travelling Nil 213,435

(b) Consultancy/Legal fee 5,776,802 5,284,085

Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the Companies (Accounts) Rules, 2014, are not applicable.

As an energy conservation initiative, the Company is exploring the option of setting up a Solar Power Plant on the DND Flyway

CREDIT RATING

Credit Analysis & Research Limited (CARE) has revised the rating (upwards) for the Company's Deep Discount Bonds (DDBs) and long term bank loans from CARE AA- (Double A Minus) to CARE AA (Double A).

"Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk."

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

RISK MANAGEMENT

The Company has carried out a detailed exercise at the operational as well as the corporate/strategic level, to identify and categorize risks with business and functional heads.

NTBCL, being an operational project, the risks associated with revenue and government support become more significant. Strategic risks viz. Revenue, Financial, Termination, General and Vendor Risks have been identified and evaluated. The mitigation plan in existence has also been recorded.

A Risk Management Policy was approved by the Board of Directors of the Company on April 30, 2015 and a Risk Management Committee was constituted to monitor the risk framework.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control system is commensurate with its size, scale and complexity of its operations. The internal audit is entrusted to M/s Patel & Deodhar, Chartered Accountants. The main thrust of internal audit is to review controls and flag areas of concerns, non- compliances, if any. No fraud has been reported so far.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN ATTHE WORKPLACE (Prevention, Prohibition and Redressal) ACT, 2013 (SHWWA)

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company and its subsidiary (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, no complaints have been received.

DIRECTORS' RESPONSIBILITY STATEMENT

The provisions of Section 134(5) of the Companies Act, 2013, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) the directors 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 and loss of the company for that period;

(3) the directors 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;

(4) the directors have prepared the annual accounts on a going concern basis;

(5) the directors, have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

(6) the directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, were appointed as the Auditors of the Company to hold office from the conclusion of the Annual General Meeting (AGM) held on September 29, 2014 till the conclusion of the 21st AGM of the Company to be held on 2017, for a period of three years, subject to ratification of their appointment by the Members at every AGM, A certificate confirming their eligibility under Section 141 of the Companies Act, 2013 and Rules framed thereunder to continue as Auditors for FY 2015-16 has been received from the Auditors. The Members are required to ratify the appointment of Luthra & Luthra as Statutory Auditors of the Company to enable them to continue as the Statutory Auditors of the Company till the conclusion of the AGM to be held in FY 2016-17 and to authorize the Board to determine their remuneration.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules 2014 framed thereunder, the Board of Directors at their Meeting held on September 29, 2014 had appointed. Mr. Dattatray D Chivilkar, Cost Accountants, as the Cost Auditor of the Company for FY 2014-15. Mr. Chivilkar has also confirmed his eligibility for appointment for the FY 2015-16 and that he is free from any disqualifications for being appointed as Cost Auditor under the provisions of the Companies Act, 2013. The Board of Directors has recommended to the Members that the remuneration payable to Mr. Chivilkar, Cost Auditor for FY 2014-15 & FY 2015-16 be approved at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed GSK & Associates (Registration Number P2014UP036000) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 5 and forms part of the Directors Report.

There are no qualifications in the secretarial audit for the year under review.

OTHER STATUTORY DISCLOSURES

The Company had 8 employees as on March 31,2015. Only one person was in receipt of remuneration of Rs. 60 lac or more, during the year under review. The information required under Section 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2015 is given as Annexure 6 to this Report. The employee is not a relative of any Director of the Company and does not hold (by herself or along with Dependant/Immediate Relatives) more than 2% of the Equity Shares of the Company.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable for financial year ending March 31, 2015.

EXTRACTS OF THE ANNUAL RETURN

Extract of the Annual Return of the Company is annexed to this Report as Annexure 7.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, Promoter and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

DIN : 00016949

Date: August 4, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the financial year ended March 31,2014.

FINANCIAL HIGHLIGHTS (Rs. in Million)

Year ended Year ended 31.3.2014 31.3.2013

Income from Operations 1,193.73 1,060.64

Other Income 49.99 69.73

Operating & Administration Expenses 312.48 324.63

Profit before Interest, Depreciation/ Amortisation & Tax 931.24 805.74

Interest & Finance charges 89.44 128.36

Depreciation/ Amortisation 19.52 18.27

Tax Expense 274.75 237.98

Net Profit/ (Loss) carried to Balance Sheet 547.53 421.13

The Income from Operations has increased by over 12.55 % over the Previous Year while PBDIT has increased by over 15.58%. The Profit after Tax, however, has increased by 30% over the Previous Year.

As per the Concession Agreement dated November 12, 1997 executed with the New Okhla Industrial Development Authority (NOIDA), the Company is entitled to recover the Project Cost together with an agreed rate of return during the concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provisions of the Concession Agreement. Outstanding amount as on March 31,2014 amounts to Rs. 34,579.30 mn.

DIVIDEND

The Directors have recommended a dividend of 25% (Rs. 2.50 per share of Rs. 10/- each) for the FY 2013-14, which includes the interim dividend of 15% (Rs. 1.5/- per share of Rs. 10/- each) paid out in the month of March 2014 and balance to be paid out after approval of the shareholders at the Annual General Meeting.

DEBT REPAYMENT

The Company has repaid loans amounting to Rs. 586.38 Mn during the financial year 2013-2014. The Company expects to repay the balance outstanding loan amount of Rs. 50 mn and Deep Discount Bonds amounting to Rs. 224.03 mn in accordance with scheduled repayment terms between financial year 2014-15 to 2015-16.

OPERATIONS

There has been a marginal decline in the traffic during the year under review when compared to the Previous Year. This decline can be attributed to the comparatively tremendous increase in traffic during the months of December 2012 to February 2013 of the previous financial year, due to the partial closure of the Okhla Barrage / Kalindi Kunj Bridge for repairs (and diversion of traffic onto DND Flyway). The Annual Average Daily Traffic (AADT) during the year under review was 113,591 vehicles as against 114,721 vehicles in the Previous Year. It may be noted that if the increase due to Kalindi closure was to be removed from the previous year''s traffic there would be a growth of 2.2 % in traffic during this financial year.

The Annual Average Revenue/Day has increased to Rs. 2.69 million in Financial Year 2013-14, from Rs. 2.41 million in the Previous Year, indicating an increase of around 11.62 %. The Income from Operations increased from Rs. 1,060.64 million to Rs. 1,193.73 million, exhibiting a 12.55% increase.

The increase in revenue during the year under review as compared to the Previous Year is attributable mainly to the increase in User Fee with effect from April 01,2013.

The month-wise Average Daily Traffic and Average Daily Revenue from User Fees during FY 2013-14 under various classes of vehicles, is presented in the Table below:

The overlay work has been implemented with the least possible disruption to traffic flow. Most work was done during off peak hours in the day and the rest, at night.

The work on the entire stretch of 13.64 km road length is based on recommendations given by the Central Road Research Institute (CRRI). Extremely high quality of work has been done so as to ensure a longer life including the use of “True Pave” imported glass fabric to arrest cracks on the existing surface, delay reflective cracking and provide a moisture barrier, all of which extends the life of the overlay. Further, an average 50 mm thick profile correction course with Dense Bituminous Macadam(DBM) has been laid on depressed/ deformed locations and a 40 mm thick wearing course (Bituminous Concrete) Modified Binder (PMB-40) has been used in the Bituminous Overlay as against the normal binder, again to enhance the life of the overlay.

Besides day to day supervision by an external Consultant both on site as well as at the Plant, third party quality checks were regularly conducted by CRRI. The Company''s Independent Engineer also kept a vigil on all activities being executed on site. The overlay process and quality checks were also periodically reviewed by the Company''s Independent Committee of Directors.

The toll technology is in the process of being upgraded. The Company has advertised, inviting bids, and has received proposals from Indian and foreign companies. Bids are being evaluated. Once implemented, the new technology will enable the Company to provide improved services to users.

The Company is entitled to an annual CPI linked/formula driven increases in User Fee which have not been permitted at regular intervals since April 2009. A partial User Fee increase was however implemented with effect from April 1,2013. The increase for FY 2014-15 has also been delayed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2013, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31,2014 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with its subsidiary form part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Arun K. Saha, Director, is due to retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the enactment of the Companies Act, 2013 and in accordance with the provisions of the Listing Agreement with the Stock Exchanges, the Company''s Independent Directors (Mr. Raj K Bhargava, Dr. Sanat Kaul. Mr. Piyush Mankad & Mr. Deepak Premnarayen) are being re-appointed as non-retiring Independent Directors for a period of 5 years at the forthcoming Annual General Meeting. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act and Clause 49 of the Listing Agreement.

Mr. Harish Mathur was appointed as an Executive Director & CEO of the Company for a period of 3 years, with effect from October 1,2014. The Board of Directors has, in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 ( including any statutory modifications or re-enactments thereof), at their Meeting held on July 28, 2014, based on a nomination received from ITNL, re-appointed Mr. Harish Mathur as Executive Director & CEO for five years with effect from October 1,2014 subject to shareholder approval being obtained at this Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee stock option plans viz. ESOP 2004 and ESOP 2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP 2005 so far and 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company''s Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company''s Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi-annual financial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31,2013 and March 31,2014 have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP are available on the Company''s web site: www.ntbcl.com.

PARTICULARS OF EMPLOYEES

The information regarding particulars of remuneration etc of certain employees required under Section 217(2A) of the Companies Act, 1956 and the rules framed there under is given in an annexure which forms part of this report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to the shareholders excluding the annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are not applicable.

CREDIT RATING

Credit Analysis & Research Limited (CARE) has revised the rating (upwards) for the Company''s Deep Discount Bonds (DDBs) and long term bank loans from ''CARE A [Single A ]'' to CARE AA- [Double A Minus]

"Instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.”

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors'' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

The provisions of Section 217 (2AA) of the Companies Act, 1956, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors 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 or loss of the Company for that period.

(3) The Directors 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.

(4) The Directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors, if re-appointed.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, Promoter and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Ltd

Mr. R. K. Bhargava

Chairman

DIN : 00016949

Noida, Uttar Pradesh Date : July 28, 2014

Registered Office:

Noida Toll Bridge Company Limited Toll Plaza, DND Flyway Noida - 201 301.

CIN : L45101UP1996PLC019759


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report along with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs.in Million)

Year ended Year ended 31.3.2012 31.3.2012

Income from Operations 1060.64 929.52

Other Income 69.73 62.05

Operating & Administration Expenses 324.63 251.75

Profit before Interest, Depreciation/ Amortisation & Tax 805.74 739.82

Interest & Finance charges 128.36 156.75

Depreciation/Amortisation 18.27 48.23

Tax Expense 237.98 81.63

Net Profit/(Loss) carried to Balance Sheet. 421.13 453.21

The Income from Operations has increased by over 14% over the Previous Year while PBDIT has increased by over 8.91%. The Profit after Tax, however, has declined over the previous year due to increase in Deferred Tax liability.

As per the Concession Agreement with the New Okhla Industrial Development Authority (NOIDA), the Company is entitled to recover Project Cost together with an agreed rate of return during the concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provisions of the Concession Agreement. Outstanding amount as on March 31, 2013 amounts to Rs. 27,299 million approximately.

DIVIDEND

The Directors have recommended a dividend of 10% (Rs. 1/- per share of Rs. 10/- each) for the FY 2012-13, subject to approval of the shareholders at the Annual General Meeting of the Company to be held in September 2013.

A policy of aiming to progressively increase the proportion of profits distributed to shareholders by way of dividend will be pursued by the Board. So long as the Company is under the debt restructuring scheme approved by the CDR Empowered Group of Banks & FIs (CDR), however, dividend cannot be paid without the prior consent of the CDR.

DEBT REPAYMENT

The Company has repaid an amount of Rs. 331.87 Mn towards Term Loans during the year under review. The Company expects to repay the balance outstanding loan amount of Rs. 586.47 Mn and Deep Discount Bonds Rs. 224.03 Mn in accordance with scheduled repayment terms, between financial years 2013-14 to 2015-16.

OPERATIONS

The traffic has grown at around 6% during the year under review, over the Previous Year. The Annual Average Daily Traffic (AADT) during the year under review was 114,721 vehicles as against 107,870 vehicles in the Previous Year.

The Annual Average Toll Revenue/Day has increased to Rs. 2.41 million in Financial Year 2012-13, from Rs. 2.10 million in the Previous Year, indicating an increase of around 15%.

The increase in revenue during the year under review as compared to the Previous Year is attributable to the increase in traffic as well as the impact of tariff increase with effect from November 2, 2011. (which impacted FY 2011-12 revenues only for a period of five months). The repair work on Kalindi Kunj Bridge from December 23, 2012 to February 17, 2013 also contributed to the increase in traffic due to diversion of trafic onto our facility.

The month-wise Average Daily Traffic and Average Toll Revenue per day during FY 2012-13, are presented in the Table below:

Month Buses/Trucks Two- Wheelers Cars (vehicles/day) (vehicles/day) (vehicles/day)

April-12 3,703 22.350 83,018

May-12 3.602 22.807 82.419

June-12 2,922 21,453 79,474

July-12 3,340 22,187 84,182

August-12 3.139 21.566 82,928

September-12 3,591 24.122 87.360

October-12 3.959 24.196 89,511

November-12 3.811 22.584 89,543

December-12 5,255 24,899 91,953

January-13 8.542 30.615 97,977

February-13 5.791 24.562 88,274

March-13 3,832 22,412 84,768

Total/Avg 4,291 23,646 86,784

Month Total Traffic Revenue Revenue (vehicles/ day) Growth* (Rs./day) Growth*

April-12 109070 4% 2.273.075 17%

May-12 108.829 5% 2,258.473 17%

June-12 103.849 0.5% 2,142.740 12%

July-12 109,709 2% 2.276.375 14%

August-12 107.633 1% 2,227,988 13%

September-12 115.073 3% 2.380,264 16%

October-12 117.666 8% 2.449.852 21%

November-12 115.937 4% 2,500.896 10%

December-12 122.106 14% 2,587,291 16%

January-13 137.134 31% 2.983.237 36% February-13 118.627 4% 2,543.550 6%

March-13 111.012 1% 2.318.408 1%

Total/Avg 114,721 6% 2,41123 15%

*over the corresponding period in the previous year.

The Company engaged Central Road Research Institute (CRRI) to examine the Mayur Vihar Link Road (MVLR) and submit a report on the extent of repairs required. Based on the recommendations of CRRI the strengthening/overlay of the MVLR was completed in October 2012.

The DND Flyway was commissioned in February 2001. No major maintenance or improvement work has been carried out on the main carriageway of DND Flyway so far. In order to determine the maintenance and strengthening requirements of DND Flyway, a detailed study was conducted by CRRI. As per the recommendations of CRRI, the Company proposes to implement the road overlay in the current Financial Year i.e. 2013-14.

The Company''s toll technology is now over 12 years old. The process of up gradation of toll technology has been started and should be completed within the current Financial Year ie. 2013-14.

The Company is entitled to an Annual CPI linked/formula driven increases in toll which have not been effected at regular intervals since April 2009. A partial toll increase was however implemented with effect from April 1, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2012, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2013 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with this subsidiary, form part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Dr. Sanat Kaul and Mr. Deepak Premnarayen, Directors, are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274 of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee stock option plans viz. ESOP 2004 and ESOP 2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP 2005 so far and 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company''s Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company''s Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi annual financial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2012 and March 31, 2013 have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP will be available on the Company''s web site: www.ntbcl.com.

PARTICULARS OF EMPLOYEES

The information regarding particulars of remuneration etc of certain employees required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder is given in an annexure which forms part of this report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to the shareholders excluding the annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year. The foreign exchange expenditure on account of Consultancy/ Legal Fees during the year was Rs. 39,07,865 as against Rs. 41,42,077 in FY 2011 -12.

Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable.

CREDIT RATING

Credit Analysis & Research Limited (CARE) revised the rating for the Company''s Deep Discount Bonds (DDBs) and long term bank loans, from CARE A [Single A).to ''CARE A [Single A ]'' in their Annual Review held in April 2012.

"Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk."

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors'' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The provisions of Section 217 (2AA) of the Companies Act, 1956, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted Accounting Standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors 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 or loss of the Company for that period.

(3) The Directors 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.

(4) The Directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors for FY 2013-14, if re-appointed.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, Promoters and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

Place: Noida, Uttar Pradesh

Date: July 29, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report along with the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

The financial results of the Company are as under:

(Rs. in Million)

Year ended Year ended 31.03.2012 31.03.2011

Income from Operations 929.52 843.12

Other Income 62.05 30.55

Operating and Administration Expenses 251.75 229.34

Profit before Interest, Depreciation and Amortisation 739.82 644.33

Interest and Finance charges 156.75 172.92

Depreciation/Amortisation 48.23 44.77

Provision for Tax/FBT 81.63 51.71

Net Profit/(Loss) carried to Balance Sheet 453.21 374.93

The income from operations has increased due to an increase in traffic by over 5% over the previous year and increase in toll rates by 10% from November 2011. The profit before and after tax has increased substantially over the previous year.

As per the Concession Agreement with the New Okhla Industrial Development Authority (NOIDA), the Company is entitled to recover project cost together with the agreed rate of return during the Concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provisions of the Concession Agreement. Outstanding amount as on March 31, 2012 amounts to Rs. 2,339 crores.

DIVIDEND

The Company obtained approval from the CDR Empowered Group of Banks and FIs (CDR) to declare a dividend upto 10% during the Financial Year 2011-12. The Company has paid an interim dividend of 5% during October 2011. The Directors have recommended a further dividend of 5% for the FY 2011-12, subject to approval of the shareholders at the Annual General Meeting of the Company to be held in September 2012.

The Directors anticipate that initially a relatively low level of dividend payment, relative to profits, will be appropriate, but a policy of aiming to progressively increase the proportion of profits distributed to shareholders by way of dividend will be pursued. So long as the Company is under the debt restructuring scheme approved by the CDR Empowered Group of Banks & FIs (CDR), however, dividend cannot be paid without the prior consent of the CDR.

DEBT REPAYMENT

The Company has repaid an amount of Rs. 313.71 Mn towards Term Loans during the year under review. Based on current estimates the Company expects to repay the balance outstanding loan of Rs. 1142.38 Mn consisting of Secured Loans from Banks, Financial Institutions and others: Rs. 918.35 Mn and Deep Discount Bonds: Rs. 224.03 Mn as per scheduled repayment terms between Financial Year 2012-13 to 2015-16 or earlier, subject to availability of cash flows.

OPERATIONS

The traffic has shown a positive growth of around 5.3% during Financial Year 2011-12, over the previous year. The Annual Average Daily Traffic (AADT) during the year was 107,870 vehicles as against 102,394 vehicles in the previous year.

The Annual Average Toll Revenue/Day has increased to Rs. 2.10 million in Financial Year 2011 -12, from Rs. 1.91 million in Financial Year 2010-11, showing an increase of around 10%.

The increase in revenue is attributable to increase in traffic as well as increase in toll rates by approximately 10% with effect from November 2, 2011.

The month-wise Average Daily Traffic and Average Toll Revenue per day during FY 2011-12, are presented in the Table below:

over the corresponding period in the previous year.

The traffic and revenue growth is depicted in the chart below:

The traffic comprised of cars (75%), two wheelers (22%) and commercial vehicles (3%). The composition of traffic has shown a marginal change compared to the previous year; there has been an increase in share by 1% in cars and decrease by 1% in two wheelers. Although commercial vehicles constitute around 3% of total traffic only, the increase in average daily commercial traffic was 12% during the year under review, followed by increase of 6% and 2% in cars and two wheelers respectively.

The AADT has increased by 5,476 vehicles (5.3%) between FY 2010-11 and FY 2011- 2012. The composition of this increase is shown below:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2011, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2012 remains the same.

SUBSIDIARIES

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with this subsidiary, form part of this Report.

DIRECTORS

Mr. Harish Mathur, Chief Executive Officer (CEO), was appointed as an Additional Director under Section 260 of the Companies Act, 1956, w.e.f. October 1, 2011. Mr. Harish Mathur was thereafter appointed Executive Director & CEO under Section 269 of the Companies Act, 1956, w.e.f. October 1, 2011, at the meeting of the Board of Directors of the Company held on September 27, 2011. Mr. Mathur's appointment is being confirmed at this Annual General Meeting.

In terms of Section 269 of the Companies Act, 1956, Ms. Monisha Macedo's tenure as Manager lapsed on appointment of an Executive Director, w.e.f. October 1, 2011.

In accordance with the provisions of the Companies Act, 1956, Mr. Piyush Mankad and Mr. K. Ramchand, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274 of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee stock option plans viz. ESOP-2004 and ESOP-2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP-2005 so far and 2,05,000 options remain to be granted under ESOP-2004. Options under ESOP-2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company's Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company's Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

international financial reporting standard (IFRs)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi annual financial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2011 and March 31, 2012 have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP will be available on the Company's web site: www.ntbcl.com.

Particulars of employees

None of the employees employed during the year were in receipt of remuneration of more than Rs. 5 lacs per month.

ENERGY CoNsERVATioN, TECHNoLoGY ABsoRPTIoN AND FoREIGN EXCHANGE EARNINGs AND oUTGo

The Company does not own any manufacturing facilities.

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

Year ended March 31, 2012 Year ended March 31, 2011

(a) Inventories (OBU), (at CIF Value) Nil Nil

(b) Consultancy/ Listing fees 4,142,077 4,012,547

corporate governance

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

directors' responsibility statement

The provisions of Section 217 (2AA) of the Companies Act, 1956, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(3) The Directors 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.

(4) The Directors have prepared the annual accounts on a going concern basis.

statutory auditors

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors for FY 2012-13, if re-appointed.

acknowledgements

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

Noida, Uttar Pradesh

Date: July 30, 2012


Mar 31, 2011

Dear Members,

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Year ended Year ended

31.03.2011 31.03.2010

Income from Operations 843.12 841.21

Other Income 30.07 18.13

Operating & Administration Expenses 228.86 231.56

Profit before Interest, Depreciation & Amortisation 644.33 627.78

Interest & Finance charges 172.92 171.80

Depreciation/Amortisation 44.77 51.47

Provision for Tax/FBT 51.71 128.96

Net Profit/(Loss) carried to Balance Sheet 374.93 275.55

In the absence of a toll hike, the income from operations has been maintained at last year's level. The Company has incurred a revenue loss of Rs. 66.41 Million and Rs. 167.56 Million for FY 2009-10 and FY 2010-11 respectively, due to non-notification of revised toll tariffs by NOIDA and consequent inability to implement toll hikes.

The Profit before Tax (PBT) has increased marginally. The Profit after Tax, however, has increased substantially due to recognition of Minimum Alternate Tax (MAT) credit.

As per the Concession Agreement with the NewOkhla Industrial Development Authority (NOIDA), the Company is entitled to recover project cost together with agreed rate of return during the Concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provision of the Concession Agreement. outstanding amount as on March 31, 2011 amounts to Rs. 2,011 crores.

REPAYMENT OF DEBT

As per the terms of the debt restructuring approved by the Corporate Debt Restructuring Empowered Group of Banks and Financial Institutions (CDR), the Company issued Zero Coupon Bonds (ZCB-Series B) of Rs. 555.4 million to Banks, Financial Institutions and others, repayable no later than March 31, 2014, towards the Net Present Value of the sacrifice made by them. The Company has repaid the entire outstanding ZCB –B liability during the current fnancial year.

DIVIDEND

The Directors have, after obtaining approval from the CDR Empowered Group of Banks and FIs (CDR), paid it's frst dividend @ 5% (Rs. 0.50 per share) for the fnancial year 2010-11. The Directors recommend that the above dividend be confrmed and declared as the fnal dividend for the year ended March 31, 2011.

The Directors anticipate that initially a relatively low level of dividend payment, relative to profits, will be appropriate, but a policy of aiming to progressively increase the proportion of profits distributed to shareholders by way of dividend will be pursued. So long as the Company is under the debt restructuring scheme approved by the CDR Empowered Group of Banks & FIs (CDR), however, dividend cannot be paid without the prior consent of the CDR.

OPERATIONS

The traffic has marginally declined by 1.8% during Financial Year 2010-11, over the previous year. The average daily traffic (ADT) during the year was 102,394 vehicles as against 104,277 vehicles in the previous year.

The Average Toll Revenue/Day has decreased to Rs. 1.91 million in FY 2010 -11, from Rs. 1.93 million in Financial Year 2009-10, showing a decrease of around 1%.

The toll rates were increased on February 15, 2011, but due to non-notification of revised toll rates by New Okhla Industrial Development Authority (NOIDA), the Company had to roll back the fee hike on February 17, 2011.

The month-wise Average Daily Traffic and Average Toll Revenue per day are presented in the Table below:

Month Buses/ Two- Cars Total Traffic Revenue Revenue Trucks Wheelers Growth* Growth* (vehicles/ day) (vehicles/ day) (vehicles /day) ( Rs./day)

April-10 2,984 24,269 77,479 104,732 6% 1,944,622 (1)%

May-10 2,976 23,520 75,834 102,330 5% 1,903,743 7%

June-10 3,080 23,912 75,504 102,496 2% 1,907,324 4%

July-10 3,042 24,974 77,865 105,881 (1)% 1,959,818 1%

August-10 2,866 24,067 75,887 102,820 (2)% 1,899,620 0%

September -10 2,667 22,936 73,416 99,019 (8)% 1,827,007 (7)%

October-10 2,745 23,237 69,858 95,840 (14)% 1,764,064 (13)%

November-10 2,682 23,138 77,312 103,132 (5)% 1,908,176 (5)%

December-10 3,064 22,169 76,630 101,863 (3)% 1,906,212 (3)%

January-11 3,060 19,816 74,679 97,555 (1)% 1,843,990 0%

February-11 3,611 23,274 81,416 108,301 0% 2,089,252 4%

March-11 3,158 23,580 78,011 104,749 1% 1,950,767 2%

Total/ Average 2,995 23,241 76,158 102,394 (1.8)% 1,908,716 (1)%

*over the corresponding period in the previous year.

The traffic mainly comprised of cars (74%), two wheelers (23%) and commercial vehicles (3%). The composition of traffic, has shown a marginal change compared to the previous year; there has been a decrease of 1% in cars and decrease of 6% in two wheelers. Although commercial vehicles constitute around 3% of total traffic only, the increase in average daily commercial traffic was 12% during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion & Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2010, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2011 remains the same.

SUBSIDIARIES

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company alongwith this subsidiary, form part of this Report.

DIRECTORS

Mr. Mohinder Singh, was appointed on the Board of Directors of the Company, in his ex-officio capacity as Chief Executive Officer, New Okhla Industrial Development Authority, with effect from February 20, 2008. Due to a change in his portfolio, his appointment lapsed with effect from January 19, 2011.

In accordance with the provisions of the Companies Act, 1956, Mr. R. K. Bhargava and Mr. Arun Saha, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualifed from being appointed as Directors as specifed under Section 274 of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee stock option plans viz. ESOP-2004 and ESOP-2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP-2005 so far and 2,05,000 options remain to be granted under ESOP-2004. Options under ESOP-2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company's Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company's Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi annual fnancial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2010 and March 31, 2011, has been included in this Annual Report. The IFRS results as well as annual audited fnancials prepared under Indian GAAP will be available on the Company's web site: www.ntbcl.com.

PARTICULARS OF EMPLOYEES

One employee employed for part of the year was in receipt of remuneration of more than Rs. 5 lacs per month. In accordance with the provisions of Section 217 of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of the employees is set out in the annexure to the Directors' Report. In terms of the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not own any manufacturing facilities.

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

Year ended March 31, 2011 Year ended March 31, 2010

Rs. Rs.

(a) Inventories (OBU), (at CIF Value) Nil 26,66,836

(b) Consultancy/Legal fee 4,012,547 16,076,711

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The provisions of Section 217 (2AA) of the Companies Act, 1956, required the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the foregoing, and on the basis of representations received from the operating management, and after due enquiry, it is confrmed that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the profit or loss of the Company for that period.

3. The Directors 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.

4. The Directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors, if re-appointed.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by the various Government Authorities, Banks, Financial Institutions and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

Noida

Uttar Pradesh

Date: July 21, 2011

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