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Directors Report of Noida Toll Bridge Company Ltd.

Mar 31, 2018

DIRECTORS' REPORT

Your Directors have pleasure in presenting the 22nd Annual Report along with the Audited Accounts for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

   

(Rs. Million)

Particulars

Year Ended 31-Mar-18

Year Ended 31-Mar-17

Income from Operations

162.77

820.58

Other Income

12.39

28.61

Operating and Administration

255.33

383.51

Expenses

   

Profit/ (Loss) Before Interest

(80.17)

465.68

and Depreciation/Amortisation

   

& tax

   

Interest and Finance Charges

70.01

58.67

Depreciation /Amortization

422.16

378.75

Tax Expenses

5.27

11.97

Net Profit / (Loss) carried to

(577.61)

16.30

Balance Sheet

   

Balance Brought forward

1366.47

1,686.33

Amount available for

788.86

1,702.63

appropriation

   

APPROPRIATIONS

-

 

Dividend

-

279.30

Dividend Distribution Tax

-

56.86

Profit carried to Balance Sheet

788.86

1,366.47

The Company adopted Indian Accounting Standard ("Ind AS") from April 1, 2016 and accordingly the financial results have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act 2013 ("hereinafter referred to as "the Act") read with the relevant rules issued there under and the other accounting principles generally accepted in India. Financial results for all the periods during FY 2017-18 have been prepared in accordance with the recognition and measurement principles of Ind AS. The date of transition to Ind AS is April 1, 2015.

The Income from Operations, for Financial Year (FY) 2018 has decreased over the previous FY by Rs/ 657.81 mn and the Company has incurred a loss of Rs 577.61 mn for FY 2018 as compared to profit after tax of Rs. 16.30 mn for the previous FY. The reduction is primarily on account of non-collection of the user fee pursuant to the Hon'ble High Court of Allahabad Judgement dated October 26, 2016 on a Public Interest Litigation filed in 2012 (challenging the validity of the Concession Agreement and seeking the Concession Agreement to be quashed) wherein the Hon'ble High Court of Allahabad held the two specific provisions relating to levy

and collection of fee to be inoperative but refused to quash the Concession Agreement. Consequently, collection of user fee from the users of the Noida Bridge has been suspended from October 26, 2016. However, the Company continues to fulfill its obligations as per the Concession Agreement, including maintenance of Project Assets.

The non-toll revenue during FY 2017-18 is Rs. 162.77 mn as compared to Rs. 143.61 mn for FY 2016-17 which is an increase Of 13.34%.

DIVIDEND AND RESERVES

Due to losses, your Directors are not recommending any dividend for the FY 2017-18 to the Shareholders.

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

DEBT REPAYMENT

The Company has repaid Secured Term Loan from the Bank amounting to Rs. 97.46 million during the FY 2017-18 in accordance with scheduled repayment terms. During the FY 2017-18, the Company has drawn down an unsecured loan of Rs. 187.10 million from the body corporate and repaid the unsecured loan of Rs. 24.16 million to the body corporate.

OPERATIONS

The Automatic Vehicle Classification Systems installed at the toll plaza were made in-operational post suspension of collection of user charges from the users of DND Flyway and hence, traffic data on the DND Flyway for FY 2017-18 is not available. However, between January 2018 to March, 2018, the Company had undertaken a traffic count on DND Flyway and Mayur Vihar link using videography. The average daily traffic count on DND Flyway and Mayur Vihar link was approximately 2,20,000, which is 76.89% growth over the average total daily traffic preceding the suspension of toll in October 2016. The increase in traffic has led to congestion on DND Flyway as the ingress/egress roads at both the Delhi and Noida end are not able to cope with the continuous throughput. The Company has deployed adequate number of traffic marshals to manage and regulate the traffic during peak hours. Due to greater than normal growth in traffic there is accelerated wear and tear of the road surface and some sections of both DND Flyway and Mayur Vihar Link Road will require repairs post monsoon.

Presently, your Company is generating revenue mainly from outdoor advertising on DND Flyway, and rent for use of the toll plaza for collection of Entry Tax and Environment Compensation Charge by the Contractor appointed by South Delhi Municipal Corporation.

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, 2017, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2018 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

Mr Pradeep Puri, Executive Vice Chairman had resigned from the office of Executive Vice Chairman of the Company effective from closing business hours on December 31, 2017 and is continuing as a Non-Executive Director of the Company with effect from January 1, 2018.

Mr Piyush Mankad - an Independent Director had resigned from the Directorship of the Company with effect from March 25, 2018. Your Directors place on records sincere appreciation of the contribution made by him to the growth of the Company.

The Board of Directors has re-designated and appointed Mrs Namita Pradhan (a Non-Executive Director), as an Independent Director of the Company with effect from May 10, 2018, subject to shareholders approval being obtained at this Annual General Meeting.

In accordance with the provisions of Section 152 of the Act, Mr Pradeep Puri - 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 Act.

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

Pursuant to the provisions of the Act, and the Corporate

Governance requirements as prescribed by Listing Regulations, 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 2017-18 has been conducted. The Directors have expressed their satisfaction with the performance of each of the Directors, Committees and the Board.

Ms Pooja Agarwal had resigned from the position of Company Secretary and Compliance Officer of the Company with effect from June 1, 2017. The Board at its Meeting held on May 16, 2017 appointed Mr Dhiraj Gera as the Company Secretary and Compliance Officer of the Company with effect from June 1, 2017, in terms of the provisions of Section 203 of the Act read with Rules made there under and applicable Listing Regulations.

Pursuant to the provisions of Section 203 of the Act, Mr Ajai Mathur, Managing Director, Mr Dhiraj Gera, Company Secretary and Mr. Rajiv Jain, Chief Financial Officer, are Key Managerial Personnel of the Company.

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)

The above policies can also be accessed on the website of the Company in the investor information section on www.ntbcl. com

NUMBER OF BOARD MEETINGS

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

AUDIT COMMITTEE

As per the provisions of the Act and the Listing Regulations, 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. Deepak Premnarayen and Mrs Namita Pradhan. The other Members are Mr. Pradeep Puri, Non-Executive Director and Mr. Ajai Mathur, Managing Director. Mrs Namita Pradhan was inducted on the Committee with effect from May 10, 2018 in place of Mr Piyush Mankad.

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 behaviour, 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 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, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of Section 135 of the Act, the Company's Corporate Social Responsibility Committee (CSR Committee) presently consists of three Directors, out of which two are Independent. The Independent Directors are Mr. R. K. Bhargava, Chairman and Dr. Sanat Kaul, Director. Other Member is Mr. K. Ramchand, Non-Executive Director. 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 at www.ntbcl. com. An Annual Report on CSR Activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 to this Report.

FIXED DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Being an Infrastructure Company, provisions of Section 186 of the Act 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 Act 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 a Related Party Transaction framework. The policy on Related Party Transactions has been uploaded in the investor section of the Company's website at 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

The Company had received aggregate demand of Rs. 1343.31 crores from the Income Tax Department for the Assessment Years 2007-08 to 2014-15. 95% of the total tax demand is on account of designated returns and revenue subsidy. The Company had deposited Rs 23.55 crores against the outstanding demand and also filed an appeal with the Commissioner of Income Tax (Appeals), Noida. Pursuant to the shifting of the Registered Office of the Company from Noida to Delhi, the jurisdiction of the Company had shifted from the State of Uttar Pradesh to the State of New Delhi. Accordingly, the Company filed an application for extension on stay of demand with the Competent Authority in the Income Tax Department which were rejected by them. In this regard, your Company has filed two separate writ petitions before the Hon'ble Delhi High Court on March 22,2018, seeking extension of stay of demand for AY 2007-08,2008-09,2012-13 and 2013-14 and for AY 2009-10,2010-11, 2011-12 and 2014-15. On April 9, 2018, the order was passed by the Hon'ble Delhi High Court wherein stay was granted against the order for Assessment Year 2007-08, 2008-09, 2012-13, and 2013-14 till July 23, 2018 and issued notice

to Income Tax Department to file counter affidavit. Further, the Court directed the Income Tax Department to dispose off the pending stay application for AYs 2009-10, 2010-11, 2011-12 and 2014-15. Additionally, the Hon'ble Delhi High Court also asked the Commissioner of Income Tax (Appeals) to pass the orders in pending appeals at an earliest.

On April 25, 2018, the Company received the combined order from Commissioner of Income Tax (Appeals), Noida for all the pending appeals upholding the demand and with the penalty notice under Income Tax Act, 1961. The Company has sought adjournment of the same by three weeks. Consequent upon the receipt of the order from Commissioner of Income Tax (Appeals), Noida, the Company has sought legal advise and is in process of filing an appeal with the next Appellate Authority within the permitted time allowed. Subsequently, the stay of demand application along with the request for early hearing will also be filled before next Appellate Authority.

The local resident welfare associations (Federation of Noida Resident Welfare Associations- FONRWA) had filed a Public Interest Litigation ("PIL") in 2012 in the Allahabad High Court ("HC") challenging the validity of the Concession Agreement and seeking the Concession Agreement to be quashed. The Hon'ble HC of Allahabad in a judgement dated October 26, 2016 held that the two specific provisions relating to levy and collection of fee to be inoperative but refused to quash the Concession Agreement. Consequently, collection of user fee from the users of the NOIDA Bridge was suspended from October 26, 2016. However, the Company continues to fulfil its obligations as per the Concession Agreement, including maintenance of Project Assets.

The Company had challenged the High Court Judgment before the Hon'ble Supreme Court ("SC") of India by way of Special Leave Petition (SLP No. 33403 of 2016). The Hon'ble SC had on November 11, 2016, passed an order in the aforesaid matter, requesting the Comptroller and Auditor General of India ("CAG") to assist the court in the matter by verifying the claim of the Company that the Total Cost of the Project has not been recovered in accordance with the terms of the Concession Agreement dated 12.11.1997. The CAG filed an Affidavit along with sealed cover report to SC on March 22,

2017. On August 11, 2017, the Supreme Court, instructed that copy of full CAG report be provided to the Company. The CAG report clearly specified that Total Cost of Project had not been recovered by the Company. The CAG report also contained some other observations by the CAG, which were outside the scope of its remit. The matter was listed for hearing on April 3,

2018, wherein the Legal Counsel of NTBCL raised the issue of whether the Allahabad HC had the jurisdiction to interfere and remove two provisions from a concluded and part performed commercial contract under a PIL. The SC bench directed that the matter be listed in the month of July 2018 for hearing on merits and the CAG Report be kept in a sealed cover and

need not be provided to the Respondents in the case. The Company, through its senior counsel, will seek a date for hearing in early July 2018.

The Judgment of the Hon'ble HC of Allahabad had constituted a Change in Law as per the Concession Agreement, which obligates New Okhla Industrial Development Authority ("NOIDA") to modify or cause to modify the Concession Agreement so as to place the Company in substantially the same legal, commercial and economic position as it was prior to such Change in Law. Accordingly, the Company had sent a proposal dated November 17, 2016 under Section 6.3B(a) of the Concession Agreement notifying NOIDA of the resultant Change in Law and occurrence of Events of Default . However, NOIDA failed to take any steps in pursuance of the said proposal. The Company then sent a Notice of Arbitration to NOIDA on February 14, 2017 pursuant to Section 26.1 of the Concession Agreement. The Company had appointed Mr. Justice Vikramajit Sen (Retd) as its designated Arbitrator. However, NOIDA had not nominated its arbitrator. In light of the foregoing, the Company had filed a petition on July 20, 2017 under Section 11(4) of the Arbitration and Conciliation Act, 1996 ("A & C Act") in the Hon'ble HC of Delhi which heard the said petition on October 24, 2017 and appointed Mr. Justice S.B Sinha (Retd.) as the arbitrator on NOIDA's behalf. The Arbitral Panel comprising of Mr Justice (Retd.) Satya Brata Sinha and Mr Justice (Retd) Vikramjit Sen and Hon'ble Justice (Retd) R.C. Lahoti as Presiding Arbitrator had been constituted on November 15, 2017. At the preliminary hearing of the Arbitral Tribunal on December 2, 2017, schedule of steps to be followed upon had been agreed upon.

In compliance with the schedule, NTBCL had submitted their Statement of Claim aggregating to approximately Rs. 7000,00,00,000/- (Rupees Seven Thousand Crores) excluding interest and costs. Separately, Infrastructure Leasing & Financial Services Ltd ("IL&FS") as the project sponsor and party to the Concession Agreement had filed an impleadment application with the Arbitral Tribunal along with a Statement of Claim. NOIDA had also filed a counterclaim, Statement of Defence and an Application under Section 16 of the A & C Act raising jurisdictional objections before the Arbitral Tribunal. At the second hearing on March 27, 2018, the Arbitral Tribunal directed the next hearing on May 19, 2018, if the Statement of Claims filed by the Company and IL&FS are to be treated as two Arbitrations and also asked the Company and IL&FS to file their reply to NOIDA's application under Section 16 within 3 weeks. The Company and IL&FS have filed their reply to the application of NOIDA under Section 16 objecting to the maintainability of the claims within the stipulated time. NOIDA too has filed its written submissions on May 18, 2018 for arguments on application under Section 16 of the A & C Act. At the third hearing on May 19, 2018, the Arbitral Tribunal heard the arguments of the legal counsel of NOIDA in respect

of their application under Section 16. As the arguments could not be concluded, the Arbitral Tribunal will decide on a date for the next hearing to continue with the arguments.

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

There was no material change and commitment which materially affect the financial position of the Company occurred between the financial year ended on March 31, 2018 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 Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has neither earned nor spent any foreign exchange during the year under review. The Company is also in the process of setting up a solar power generation system for its captive use.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Report on Corporate Governance practices followed by the Company along with a certificate from practising company secretaries on compliance with the provisions of Corporate Governance is annexed to 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. A Risk Management Policy was approved by the Board of Directors of the Company on April 30, 2015. Risk procedures are periodically reviewed to ensure control on risks through properly defined framework.

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

M/s N.M. Raiji & Co, Chartered Accountants, (Firm Registration No. 108296W) were appointed as Statutory Auditors of the Company for a period of five years, from the conclusion of 21st Annual General Meeting (AGM) held on September 25, 2017 till the conclusion of the 26th AGM of the Company scheduled to be held in the year 2022 subject to ratification of their appointment at every AGM, at a remuneration to be determined by the Board of Directors of the Company. Pursuant to an amendment under section 139 of the Act with effect from May 7, 2018, the requirement of ratification of appointment of Statutory Auditors at every AGM has been removed. Accordingly, the ratification of appointment of Statutory Auditors of the Company by the shareholders at every AGM is not required.

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

COST AUDITOR

EXTRACTS OF THE ANNUAL RETURN

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 framed there under, the Company is not required to appoint the Cost Auditors for FY 2018-19.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act 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 to the Directors' Report.

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

OTHER STATUTORY DISCLOSURES

The Company had 4 employees as on March 31, 2018. The disclosures required under section 197 (12) of the Act, read with Rules 5(1), 5(2) and 5 (3) of 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 Listing Regulations is not applicable to the Company, for the year under review.

The details forming part of the extract of the Annual Return in form MGT 9, as required under Section 92 of the Act 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: May 21, 2018

Annexure 1

FORM NO. AOC -1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures (Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

PART "A": SUBSIDIARIES

(Information in respect of each subsidiary to be presented with amounts in Rupees)

PART "A"; SUBSIDIARIES

1.

Name of the Subsidiary

ITNL Toll Management Services Limited

2.

Reporting Period

2017-18 (01/04/2017-31/03/2018)

3.

Reporting Currency

INR

4.

Share Capital

5,00,000

5.

Reserves & Surplus

(1,79,89,626)

6.

Total assets

2,33,54,665

7.

Total liabilities

2,33,54,665

8.

Investments

Nil

9.

Turnover

5,18,03,221

10.

Profit (Loss) before taxation

(11,34,929)

11.

Provision for Taxation

Nil

12.

Profit after taxation

(11,34,929)

13.

Proposed Dividend

Nil

14.

% of Share holding

51%

PART "B"; Associates & Joint Ventures : Not Applicable

1. Names of associates or joint ventures which are yet to commence operations : Nil

2. Names of associates or joint ventures which have been liquidated or sold during the year:

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 2

SELECTION CRITERIA FOR INDEPENDENT DIRECTORS OF THE COMPANY

I. Selection Criteria for Independent Directors

The candidate must meet any one of the below mentioned criteria:

(1) Served as a CEO, COO or equivalent in a similar organisation

(2) Relevant experience in the field of BOOT /BOT/ PPP Projects

(3) Served in any relevant Ministry in Infrastructure, Surface Transport, Finance, Industry, Urban Development or any other relevant department including government nominees on various Boards.

(4) Served on other Boards

(5) Business Head role

(6) Could be an independent specialist in relevant areas such as HR, Legal, Marketing, Infrastructure etc.

II. Behavioral Competencies to be evaluated :

To be evaluated as per the prevailing Group Competencies Framework:

(1) Results and Achievement Orientation

(2) Strategic Orientation

(3) Ability to Influence and Inspire

(4) Effective Decision Making

(5) Intra Group Coordination Criteria of Independence

The criteria of Independence, as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole- time director or a nominee director-

(1) Who in the opinion of the board of directors of ntbcl, is a person of integrity and possesses relevant expertise and experience;

(2) Such person should not have been a promoter of NTBCL or its holding, subsidiary or associate company;

(3) Such person should not be a relative of the promoters or Directors of NTBCL, its holding, subsidiary or associate company;

(4) Such person should not, apart from receiving director's remuneration, have or have had any pecuniary relationship with NTBCL, its holding, subsidiary or associate company/ companies, or their promoters, or directors, during the current financial year; or the two

immediately preceding financial years.

(5) None of the relatives of such person should have or have had any pecuniary relationship or transaction with ntbcl, its holding, subsidiary or associate company/ companies, or their promoters, or directors, of an amount equal to or exceeding two per cent. Of the gross turnover or total income of such entity or fifty lakh rupees or such higher amount as may be prescribed by applicable law, whichever is lower, during the current financial year or the two immediately preceding financial years

(6) neither such person nor any of his relatives should:-

(i) hold or have held the position of a key managerial personnel or be or have been an employee of NTBCL or its holding, subsidiary or associate company/ companies in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) be or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of NTBCL or its holding, subsidiary or associate company/ companies; or

any legal or a consulting firm that has or had any transaction with NTBCL, its holding, subsidiary or associate company/ companies amounting to ten per cent or more of the gross turnover of such firm;

(iii) hold individually or, together with his relatives, two per cent or more of the total voting power of NTBCL; or

(iv) be a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from NTBCL, any of its promoters, directors or its holding, subsidiary or associate company/companies or that holds two per cent or more of the total voting power of NTBCL;

(v) be a material supplier, service provider or customer or a lessor or lessee of NTBCL;

(7) Such person should not be less than 21 years of age. Independent Directors shall abide by the "Code of Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

I Preamble:

(1) Noida Toll Bridge Company (NTBCL) is a Special Purpose Vehicle promoted by Infrastructure Leasing & Financial Services Limited (IL&FS) with a lean staff strength of 4 employees who oversee a wide range of activities including operations, finance, secretarial, HR and Administration.

(2) Since the Company has a lean strength of 4 Employees, most of who have been with the Company since the commissioning of the Project, the Human Resource Development (HRD) policies are formulated to retain the existing talent base in the organization. The HRD strategy is to :

Retain competent resources

Provide competitive performance based compensation and benefits

Facilitate and provide growth opportunities.

II. Effective Date:

This policy shall be effective from 1st April, 2014

III. Compensation Forum :

(1) Nomination and Remuneration Committee :

The Company's HRD Committee was constituted in January 1998 for formulation of an appropriate compensation policy relating to salary, performance related pay, increments, allowances, perquisites, loan facilities and other compensation/incentives for the employees of the Company including the Whole-time Directors. The Committee is presently chaired by an Independent Director.

The Company's compensation policy has been laid out in its Employee Handbook, which has been approved by this Committee of Directors. Any amendment to the Employee Handbook is also

VI. Remuneration Pattern- Executive Director:

Annexure 3

subject to the approval of the Committee.

Pursuant to the notification of the Companies Act 2013, as required by Section 178, the above Committee was renamed as the "Nomination and Remuneration Committee" on July 28, 2014.

IV. Companies Act, 2013 Provisions

(1) In April 2014, the erstwhile Companies Act, 1956, which governed the appointment and remuneration of the Whole Time Directors, was replaced by the new Companies Act 2013. Accordingly provisions of the Act relating to the following, have been considered while formulating the Remuneration Policy in NTBCL-

(a) Remuneration for Whole Time, Non-Executive Directors, Key Management Personnel and Management

(b) Role of the Nomination and Remuneration Committee

(c) Disclosures in the Directors' Report.

V. Objective:

(1) The key objective of the Managerial Remuneration Policy is to enable a framework that allows for competitive and fair rewards for the achievement of key deliverables and also aligns with practice in the industry and shareholders' expectations. This policy reviews the compensation package payable to the Executive and Non-Executive Directors and the Management of the Company.

(2) When deciding remuneration for the Executive Directors and the Management, the Nomination & Remuneration Committee considers the market scenario, business performance of the Company and the remuneration practices in other Infrastructure companies Comparison in terms of revenue, market capitalization, diversity and growth is carried out with Indian Corporates.

(1) Structure : A summary of the compensation structure for Executive Directors is as mentioned below :

Components

Item

Description

Policy

Salary, Allowances & Perquisites

Reflects the Directors' experience, criticality of the role with the Company

Consolidated Salary fixed for each financial year

Normally positioned as the highest as compared to the Company

   

which is also used for computing other components including retiral benefits Paid on a monthly basis

 

Components

Item

Description

Policy

Short-term incentive

Based totally on the performance of the Director for each financial year

Variable component of the remuneration package

Paid on an annual basis

Determined by the Nomination & Remuneration Committee after year-end based on performance during the year

Long-term incentive

Drive and reward delivery of sustained long-term performance

Variable long-term remuneration component, paid in shares/ESOPs

Determined by the Nomination & Remuneration Committee and distributed on the basis of tenure, seniority and performance

Retiral Benefits

Provide for sustained contribution

This includes Provident Fund @ 12% of the Consolidated Pay, Gratuity @ 30 days Consolidated Pay for every completed year of service or part thereof in excess of 6 months and Superannuation @ 15% of the Consolidated Pay

Paid post separation from the Company as per the Rules of the Provident Fund and Gratuity Acts and the Superannuation Fund

(2) Base Salary:

The Shareholders of the Company, while approving the appointment of the individual Executive Directors approve the scale within which the Consolidated Salary of the Executive Directors could be fixed by the Nomination & Remuneration Committee of the Board, during the tenure of such Executive Directors.

(3) Perquisites and benefits :

All other benefits and perquisites are as per the rules of the Company as given in the Employee Handbook.

(4) Short-Term Incentive Plan ('STIP'):

(a) The Company operates a fairly robust variable pay scheme called "Performance Related Pay" [PRP].

(b) In determining the actual PRP payments, the Nomination & Remuneration Committee takes into consideration such factors as the individual's performance and the financial performance of the Company.

VII Key Management Personnel:

(1) The Key Management Personnel (KMP) in the Company are given below:

Managing Director

Chief Financial Officer

Company Secretary

Such other Officer as may be prescribed

(2) Duties of the Key Management Personnel :

The Key Managerial Personnel mentioned above

have fiduciary duties towards the Company in

addition to being the Officers in Default under

the Companies Act, 2013 and other duties and

responsibilities prescribed by other applicable statutes.

(3) The remuneration package of the Key Management and Senior Management comprises of:

(a) Fixed Remuneration : This includes a Monthly Salary including Consolidated Pay, House Rent Allowance, and other Allowances as listed in the Company's Employee Handbook and amended from time to time

(b) Annual Allowances : This consists of Leave Travel Allowance, Medical Reimbursement and other Allowances as listed in the Company's Employee Handbook and amended from time to time

(c) Retirals : This includes Provident Fund @ 12% of the Consolidated Pay, Gratuity @ 30 days Consolidated Pay for every completed year of service or part thereof in excess of 6 months and Superannuation @ 15% of the Consolidated Pay.

VIII Non-Executive Directors:

(1) The Board is responsible for setting policy in relation to the Non-Executive Directors' fees and reviews

them periodically. General policy is to provide fees in line with market practice for similar Non-Executive Director roles in the comparable corporates in India. The sitting fees (for attending Meetings of the Board and Committees thereof) were last reviewed in July 2016.

(2) Non-Executive Directors are also given a commission within the overall limits prescribed in the Companies Act, 2013 and as approved by the shareholders from time to time. The allocation of the Commission is decided by the Nomination and Remuneration Committee.

IX Remuneration Mix:

The total remuneration package is designed to provide an appropriate balance between fixed and variable components with focus on performance related pay so that strong performance is incentivized but without encouraging excessive risk taking.

X Role of the Nomination and Remuneration Committee (NRC):

NRC, in addition to the responsibilities specified as per companies act, 2013, would play a pivotal role in ensuring the governance as follows:

(1) Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel (KMP) and other employees.

(2) The Nomination and Remuneration Committee shall, while administering the Remuneration Policy ensure that:

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors/senior management of the quality required to run the company successfully.

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals

(d) Ensure that the Remuneration Policy is disclosed in the Board's Report to the shareholders.

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 4

ANNUAL REPORT ON CSR ACTIVITIES (2017-18)

I A Brief Outline of the Company's CSR Policy and Overview of Projects:

The CSR Policy of the Company was approved by the Board at its meeting held on September 29, 2014 and was made effective from April 1, 2014.

The Company's community development initiatives through its CSR policy focus on improving the livelihood and general well-being of the people in the catchment area. The community initiatives follow a clear and well-defined strategy, to ensure that the key needs of these communities are met.

The broad areas of NTBCL's social efforts have been to improve education levels of under privileged children, improve health through services rendered in primary health sector (preventive and curative) as well activities related to hygiene and providing clean drinking water to underprivileged communities/school children in addition to employment linked training to youth. The company have done enormous work in improving the infrastructure of school / providing basic amenities to school children and completely renovated the primary section of a primary school in Noida.

A copy of the CSR Policy of the Company is available on the website of the Company. The Company has not undertaken CSR initiatives during the year under review.

II The Composition of the CSR Committee:

The CSR Committee of the Company comprises of: Mr. R. K. Bhargava - Chairman Dr. Sanat Kaul - Member Mr. K. Ramchand - Member

III Average Net Profit of the Company for the Last Three Financial Years:

In line with the provisions of Section 135 of Companies Act, 2013 and the CSR Rules, 2014, the audited net profits for the last 3 financial years and the average of the same is as given below:

     

Rs. Crores

Particulars

2014-2015

2015-2016

2016-2017

Profit before Tax-Amount

84.99

60.87

2.83

Average Net Profit over 3 years

   

49.56

IV Prescribed CSR expenditure:

In line with the provisions of Section 135 of Companies Act, 2013 and the CSR Rules, 2014, the prescribed CSR Expenditure for FY 2017-18 was Rs 1 crore.

V Details of CSR spent during the financial year:

(1) Total amount to be spent for the financial year 2017-18: Rs. 1 crore

(2) Amount unspent, if any : Rs. 1 crore

(3) Manner in which the amount spent during the financial year is detailed below:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sr. No.

CSR Project or Activity Identified

Sector in which the Project is covered

Projects or Programs (1) Local area or other (2) Specify the State and District where projects or programs was Undertaken

Amount Outlay (budget) project or program wise

Amount spent on the Projects or Programs

Cumulative Expenditure upto the reporting period

Amount spent: Direct or through implementing agency

       

Direct

Overheads

Total

Direct

Overheads

Total

Direct

Overheads

Total

 
 

None

N.A.

N.A.

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

N.A.

VI Reasons for not spending the CSR spend:

Rs. 1 crore for FY 2017-18 could not be spent, as the collection of user fee from the DND facility - the main source of revenue, was suspended pursuant to the judgment of Hon'ble Allahabad High Court Order dated October 26, 2016 and the alternative sources of revenue were not enough to meet CSR spend during FY 2017-18.

VII Responsibility Statement: The CSR Committee of the Company is in compliance with provisions of the Companies Act, 2013 in ensuring implementation and monitoring of the CSR Objectives and Policy of the Company.

Ajai Mathur

R K Bhargava

(Managing Director)

(Chairman CSR Committee)

Annexure 5

SECRETARIAL AUDIT REPORT

FOR THE YEAR ENDED 31st MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Noida Toll Bridge Company Limited

Toll Plaza, Mayur Vihar Link Road,

New Delhi-110091

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by NOIDA TOLL BRIDGE COMPANY LIMITED (CIN: L45101DL1996PLC315772) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the year ended on 31st March, 2018 according to the provisions of:

I.

• The Companies Act, 2013 (the Act) and the rules made thereunder.

• The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder.

• The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder.

• Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

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

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the company during the audit period);

d. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015; as amended from time to time;

e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 (Not applicable to the company during the audit period);

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the company during the audit period);

g. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client.

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the company during the audit period); and

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the company during the audit period)

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

II.

• Central Sales Tax, 1956 and rules framed thereunder.

• Employees' Provident Funds And Miscellaneous Provisions Act, 1952.

• Service Tax Rules, 1994.

• Various Acts relating to Goods and Service Tax (GST)

• Minimum Wages Act, 1948

• Payment of Gratuity Act, 1972

• Superannuation Act, 2005

• Negotiable Instruments Act, 1881

• The Indian Contract Act, 1872

• The Indian Stamp Act, 1899

• The Shops & Establishment Act, 1954

• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

• Income Tax Act, 1961

• Information Technology Act, 2000

• Other Applicable Labour Regulations

During the year under review the Company has filed periodical return and has not received any show cause notice and has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

As per explanation provided by the management, no sector specific laws are applicable to the company.

We have relied on the representation made by the Company and its officers on systems and mechanism formed by the Company for compliance under other Act, Laws and Regulations to the Company.

We have also examined compliance with the applicable clauses of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Central Government

• The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited

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

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. During the year, Ms. Namita Pradhan was appointed as a Woman Director by the Board of Directors with effect from June 9, 2017 and regularized in the Annual General Meeting held on 25th September 2017.

The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

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

Majority decision is carried through while there has been no member dissenting from the decisions arrived.

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

We further report that, during the audit period, the Company's Global Depository Receipts (GDRs) facility terminated from Alternative Investment Market Segment of London Stock Exchange, whereupon the admission of the GDRs to trading on AIM ceased and cancellation took place on 7:00 A.M. on 4th May, 2017.

We further report that Ms. Pooja Agarwal, had resigned from the position of Company Secretary and Compliance Officer of the Company with effect from June 1, 2017. The Board appointed Mr. Dhiraj Gera as Company Secretary and Compliance Officer with effect from June 1, 2017.

We further report that during the audit period, the Company has shifted its registered office from 2nd Floor, Niryat Bhawan, Rao Tula Ram Marg Opp. Army Hospital Research & Referral, New Delhi-110057 to Toll Plaza, Mayur Vihar Link Road, New Delhi - 110091 with effect from December 1, 2017.

For GSK & Associates

(Company Secretaries)

Saket Sharma

Partner

(Membership No.: F4229)

(CP No.: 2565)

Date: May 21, 2018 Place: New Delhi

Annexure 6 (a)

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name of Director/KMP

Designation

Ratio of remuneration of each Director / KMP to median remuneration of employees

% increase in remuneration in the Financial year 2017-18 (Rs)

Mr. Pradeep Puri (upto December 31, 2017)

Executive Vice Chairman

0.21

50%

Mr. Ajai Mathur

Managing Director

0.23

900%

Mr. Rajiv Jain

CFO

3.79

-29%

Mr. Dhiraj Gera (with effect from June 1 , 2017)

Company Secretary

N.A. *

N.A.

Ms. Pooja Agarwal (Upto May 31 , 2017)

Company Secretary

N.A.**

N.A.

* On deputation from Urban Mass Transit Company Limited. Appointed during the year. ** Resigned during the year.

Notes

• During the year under review, there was an increase of -31% in the median remuneration of employees.

• As on March 31, 2018, there were 4 employees on the rolls of the Company.

• Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. There was no increase in the salary for the financial year 2017-18.

• It is hereby affirmed that the remuneration paid to the Directors and Employees, is as per the Remuneration Policy for Directors, Key Managerial Personnel, Employee Handbook of the Company and Shareholders' approval, wherever required.

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 6 (b)

Details of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. Details of top ten employee in terms of remuneration during the year ended 31st March, 2018:

Name of the Employee

Designation

Remuneration received (CTC in Rs.)

Qualification & Experience

Nature of Employment (Contractual/ Permanent)

Date of Commencement of employment

Date of Exit of employment

Age (years)

Last Employment held

No. of Equity Shares held

Whether relative of Director

Mr. Rajiv Jain

Vice President & CFO

48,39,399

B.Com (H), MBA 29 years

Permanent

15-Dec-98

NA

52

Rollataineus Ltd

5500

NO

Mr. Anwar Abbasi

Asst Vice President

19,02,476

MSW in HRD 19 years

Permanent

13-NOV-98

NA

41

First Employment

Nil

No

Ms. T.M. Sindhu

Deputy Manager

10,99,037

Secretarial Practice from YWCA and B.Com 19 years

Permanent

11-Jan-99

NA

39

Usha International Pvt Ltd

1500

No

Ms. Jyoti Rani

Asst Manager

6,90,355

M.A 8 years

Permanent

01-08-2015

NA

39

HDFC Bank

Nil

No.

Ms. Pooja Agarwal

Asst Vice President

15,32,252

B.Com, FCS 17 years

Permanent

03-04-00

31-05-17

41

First employment

6000

No

Mr. Thridesh V

Sr. Manager

14,57,272

PGDFM 19 years

Permanent

06-06-99

31-05-17

50

First employment

Nil

No

Mr. Manish Beri

Asst Manager

5,04,556

B.Com (H) 9 years

Permanent

01-01-09

31-05-17

30

HDFC Bank

Nil

No.

B. Employees worked part of the Financial Year and received aggregate remuneration of not less than eight lakhs fifty thousand rupees per month: None

C. Employees worked throughout the Financial Year and received aggregate remuneration of not less than one crore two lakhs rupees: None

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 7

FORM NO. MGT.9

Extract of Annual Return as on the financial year ended on March 31, 2017

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

I. REGISTRATION AND OTHER DETAILS:

i.

CIN

L45101DL1 996PLC315772

ii.

Registration Date

April 8, 1996

iii.

Name of the Company

Noida Toll Bridge Company Limited

iv.

Category / Sub-Category of the Company

Infrastructure

V.

Address of the Registered office and Contact details

Toll Plaza, Mayur Vihar Link Road, Delhi - 110091 Tel No: 01202516447 Email id : ntbcl@ntbcl.com

vi.

Whether listed company

Yes / No

vii.

Name, Address and Contact details of Registrar and Transfer Agent, if any:

Karvy Computershare Pvt. Limited, Registrars & Share Transfer Agents, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032. Tel No: 040 67162222 Email : einward.ris@karvy.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the company

1

Space for Advertisement

99836390

72.08%

2

Office Space

99542111

14.01%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.

Name and Address of the Company

CIN/ GLN

Holding/ Subsidiary/ Associate

% of Shares Held

Applicable Section

1

ITNL Toll Management Services Ltd.

U45203UP2007PLC033529

Subsidiary

51 %

Section 2 (87)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) I. Category-wise Share Holding

Noida Toll Bridge Company Limited

MGT 9 (IV) (i) Category - Wise Share Holding Between 31/03/2017 AND 31/03/2018

Category Code

Category of shareholder

No. of shares held at the beginning of the year 31/03/2017

No. of shares held at the end of the year 31/03/2018

% change during the year

   

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

 

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

(a)

Promoter and promoter group

                 

(1)

INDIAN

                 

(a)

Individual /HUF

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Central Government/ State Government (s)

0

0

0

0.00

0

0

0

0.00

0.00

(c)

Bodies Corporate

49095007

0

49095007

26.37

49095007

0

49095007

26.37

0.00

(d)

Financial Institutions / Banks

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Others

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub-Total A(1) :

49095007

0

49095007

26.37

49095007

0

49095007

26.37

0.00

(2)

FOREIGN

                 

(a)

Individuals (NRIs/Foreign Individuals)

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

(c)

Institutions

0

0

0

0.00

0

0

0

0.00

0.00

(d)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Others

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub-Total A(2) :

0

0

0

0.00

0

0

0

0.00

0.00

 

Total A=A(1)+A(2)

49095007

0

49095007

26.37

49095007

0

49095007

26.37

0.00

(B)

PUBLIC SHAREHOLDING

                 

(1)

INSTITUTIONS

                 

(a)

Mutual Funds /UTI

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Financial Institutions / Banks

284320

0

284320

0.15

20290

0

20290

0.01

0.14

(c)

Central Government / State Government(s)

10000000

0

10000000

5.37

10000000

0

10000000

5.37

0.00

(d)

Venture Capital Funds

1000

0

1000

0.00

1000

0

1000

0.00

0.00

(e)

Insurance Companies

7828472

0

7828472

4.20

7598472

0

7598472

4.08

0.12

(f)

Foreign Institutional Investors

8060574

0

8060574

4.33

1272047

0

1272047

0.68

3.65

(g)

Foreign Venture Capital Investors

0

0

0

0.00

0

0

0

0.00

0.00

(h)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(i)

Others

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub-Total B(1) :

26174366

0

26174366

14.06

18891809

0

18891809

10.15

3.91

(2)

NON-INSTITUTIONS

                 

(a)

Bodies Corporate

21675146

2800

21677946

11.64

26734897

2800

26737697

14.36

-2.72

(b)

Individuals

                 

Category Code

Category of shareholder

No. of shares held at the beginning of the year 31/03/2017

No. of shares held at the end of the year 31/03/2018

% change during the year

   

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

 

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

 

(i) Individuals holding nominal share capital upto Rs 2 lakh

49521846

529708

50051554

26.88

42348669

514502

42863171

23.02

3.86

 

(ii) Individuals holding nominal share capital in excess of Rs. 2 lakh

34190674

0

34190674

18.36

43959347

0

43959347

23.61

-5.25

(c)

Others

                 
 

Clearing Members

476608

0

476608

0.26

103737

0

103737

0.06

0.20

 

Directors and their relatives

540955

0

540955

0.29

540955

0

540955

0.29

0.00

 

Non Resident Indians

2199313

0

2199313

1.18

2036185

0

2036185

1.09

0.09

 

NRI Non-Repatriation

1724404

0

1724404

0.93

1949094

0

1949094

1.05

-0.12

 

Trusts

12100

7000

19100

0.01

11000

7000

18000

0.01

0.00

(d)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

 

Sub-Total B(2) :

110341046

539508

110880554

59.55

117683884

524302

118208186

63.49

-3.94

 

Total B=B(1) + B(2) :

136515412

539508

137054920

73.61

136575693

524302

137099995

73.63

-0.02

 

Total (A+B) :

185610419

539508

186149927

99.98

185670700

524302

186195002

100.00

-0.02

(C)

Shares held by custodians, against which

                 
 

Depository Receipts have been issued

                 

(1)

Promoter and Promoter Group

                 

(2)

Public

45075

0

45075

0.02

0

0

0

0.00

0.02

 

GRAND TOTAL (A+B+C):

185655494

539508

186195002

100.00

185670700

524302

186195002

100.00

 

ii. Shareholding of Promoters

Shareholding Pattern of Promoters Shareholders between 31/03/2017 and 31/03/2018

SI No

Dpid

Folio / Client-Id

Name of the Share Holder

Category

Sold

bought

Cumulative Holding

Date

Pan No

1

IN300095

11373165

IL and FS Transportation Networks Ltd

PBC

0

0

49095007

31/03/2017

AABCC5460A

 

IN300095

11373165

IL and FS Transportation Networks Ltd

PBC

0

0

49095007

31/03/2018

AABCC5460A

Mi. Change in Promoters' Shareholding - There is no change in shareholding

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (IV)- Shareholding Pattern of Top 10 shareholders between 31/03/2017 and 31/03/2018

SI No

Folio /DPID-Client ID

Category

Type

Name of the Share Holder

Shareholding at the beginning of the Year

Date

Increase/ Decrease in share holding

Reason

Cumulative Shareholding during the Year

       

No. of shares

% of total shares of the company

   

No of Shares

% of total shares of the company

1

AAALN0120A

GVT

Opening Balance

New Okhla Industrial Development Authority

10000000

5.37

31/03/2017

   

10000000

5.37

     

Closing Balance

     

31/03/2018

   

10000000

5.37

2

AABCU3664Q

FPI

Opening Balance

Utilico Emerging Markets (Mauritius)

4543691

2.44

31/03/2017

   

4543691

2.44

     

Sale

     

08/12/2017

-70000

Transfer

4473691

2.40

     

Sale

     

15/12/2017

-17522

Transfer

4456169

2.39

     

Sale

     

22/12/2017

-42478

Transfer

4413691

2.37

     

Sale

     

05/01/2018

-350000

Transfer

4063691

2.18

     

Sale

     

12/01/2018

-400000

Transfer

3663691

1.97

     

Sale

     

19/01/2018

-101077

Transfer

3562614

1.91

     

Sale

     

26/01/2018

-598923

Transfer

2963691

1.59

     

Sale

     

02/02/2018

-550000

Transfer

2413691

1.30

     

Sale

     

09/02/2018

-600000

Transfer

1813691

0.97

     

Sale

     

16/02/2018

-434873

Transfer

1378818

0.74

     

Sale

     

23/02/2018

-82578

Transfer

1296240

0.70

     

Sale

     

02/03/2018

-20591

Transfer

1275649

0.69

     

Sale

     

09/03/2018

-3602

Transfer

1272047

0.68

     

Closing Balance

     

31/03/2018

   

1272047

0.68

3

AAACL0582H

INS

Opening Balance

Life Insurance Corporation of India

4507872

2.42

31/03/2017

   

4507872

2.42

     

Closing Balance

     

31/03/2018

   

4507872

2.42

4

AACCF3258J

FPI

Opening Balance

Fidelity Funds - Asian Smaller Companies Pool

3456283

1.86

31/03/2017

   

3456283

1.86

     

Sale

     

23/06/2017

-60025

Transfer

3396258

1.82

     

Sale

     

30/06/2017

-217959

Transfer

3178299

1.71

     

Sale

     

07/07/2017

-447201

Transfer

2731098

1.47

     

Sale

     

14/07/2017

-272543

Transfer

2458555

1.32

     

Sale

     

21/07/2017

-179621

Transfer

2278934

1.22

     

Sale

     

28/07/2017

-359242

Transfer

1919692

1.03

     

Sale

     

04/08/2017

-111928

Transfer

1807764

0.97

     

Sale

     

11/08/2017

-253186

Transfer

1554578

0.83

SI No

Folio /DPID-Client ID

Category

Type

Name of the Share Holder

Shareholding at the beginning of the Year

Date

Increase/ Decrease in share holding

Reason

Cumulative Shareholding during the Year

       

No. of shares

% of total shares of the company

   

No of Shares

% of total shares of the company

     

Sale

     

18/08/2017

-1036550

Transfer

518028

0.28

     

Sale

     

25/08/2017

-518028

Transfer

0

0.00

     

Closing Balance

     

31/03/2018

   

0

0.00

5

AAACG0615N

INS

Opening Balance

General Insurance Corporation of India

2000000

1.07

31/03/2017

   

2000000

1.07

     

Sale

     

13/10/2017

-20000

Transfer

1980000

1.06

     

Sale

     

20/10/2017

-10000

Transfer

1970000

1.06

     

Sale

     

05/01/2018

-20000

Transfer

1950000

1.05

     

Sale

     

12/01/2018

-180000

Transfer

1770000

0.95

     

Closing Balance

     

31/03/2018

   

1770000

0.95

6

AAACS4487J

LTD

Opening Balance

Shri Parasram Holdings Pvt Ltd

739455

0.40

31/03/2017

   

739455

0.40

     

Purchase

     

07/04/2017

94950

Transfer

834405

0.45

     

Sale

     

07/04/2017

-1000

Transfer

833405

0.45

     

Purchase

     

14/04/2017

14463

Transfer

847868

0.46

     

Sale

     

14/04/2017

-444

Transfer

847424

0.46

     

Purchase

     

21/04/2017

131550

Transfer

978974

0.53

     

Purchase

     

28/04/2017

7100

Transfer

986074

0.53

     

Sale

     

28/04/2017

-250

Transfer

985824

0.53

     

Purchase

     

05/05/2017

100

Transfer

985924

0.53

     

Sale

     

05/05/2017

-1575

Transfer

984349

0.53

     

Purchase

     

12/05/2017

28740

Transfer

1013089

0.54

     

Sale

     

19/05/2017

-14550

Transfer

998539

0.54

     

Sale

     

26/05/2017

-30415

Transfer

968124

0.52

     

Purchase

     

02/06/2017

49630

Transfer

1017754

0.55

     

Purchase

     

09/06/2017

21186

Transfer

1038940

0.56

     

Purchase

     

16/06/2017

100

Transfer

1039040

0.56

     

Sale

     

16/06/2017

-15313

Transfer

1023727

0.55

     

Sale

     

23/06/2017

-23627

Transfer

1000100

0.54

     

Purchase

     

30/06/2017

99301

Transfer

1099401

0.59

     

Purchase

     

07/07/2017

9650

Transfer

1109051

0.60

     

Purchase

     

14/07/2017

28729

Transfer

1137780

0.61

     

Purchase

     

21/07/2017

27900

Transfer

1165680

0.63

     

Sale

     

21/07/2017

-1500

Transfer

1164180

0.63

     

Sale

     

28/07/2017

-139357

Transfer

1024823

0.55

     

Purchase

     

04/08/2017

5750

Transfer

1030573

0.55

     

Purchase

     

11/08/2017

51877

Transfer

1082450

0.58

     

Purchase

     

18/08/2017

159571

Transfer

1242021

0.67

     

Purchase

     

25/08/2017

804985

Transfer

2047006

1.10

SI No

Folio /DPID-Client ID

Category

Type

Name of the Share Holder

Shareholding at the beginning of the Year

Date

Increase/ Decrease in share holding

Reason

Cumulative Shareholding during the Year

         

No. of shares

% of total shares of the company

   

No of Shares

% of total shares of the company

     

Purchase

     

01/09/2017

7100

Transfer

2054106

1.10

     

Sale

     

01/09/2017

-42812

Transfer

2011294

1.08

     

Purchase

     

08/09/2017

372979

Transfer

2384273

1.28

     

Sale

     

08/09/2017

-2000

Transfer

2382273

1.28

     

Purchase

     

15/09/2017

389236

Transfer

2771509

1.49

     

Purchase

     

22/09/2017

885816

Transfer

3657325

1.96

     

Sale

     

22/09/2017

-21186

Transfer

3636139

1.95

     

Sale

     

29/09/2017

-1089960

Transfer

2546179

1.37

     

Purchase

     

06/10/2017

8001

Transfer

2554180

1.37

     

Sale

     

06/10/2017

-49197

Transfer

2504983

1.35

     

Purchase

     

13/10/2017

1200000

Transfer

3704983

1.99

     

Sale

     

13/10/2017

-1196859

Transfer

2508124

1.35

     

Purchase

     

20/10/2017

500015

Transfer

3008139

1.62

     

Sale

     

20/10/2017

-501015

Transfer

2507124

1.35

     

Purchase

     

27/10/2017

400747

Transfer

2907871

1.56

     

Sale

     

27/10/2017

-386671

Transfer

2521200

1.35

     

Sale

     

31/10/2017

-77992

Transfer

2443208

1.31

     

Purchase

     

03/11/2017

250

Transfer

2443458

1.31

     

Sale

     

03/11/2017

-95

Transfer

2443363

1.31

     

Purchase

     

10/11/2017

8749

Transfer

2452112

1.32

     

Sale

     

10/11/2017

-250

Transfer

2451862

1.32

     

Purchase

     

17/11/2017

675

Transfer

2452537

1.32

     

Sale

     

24/11/2017

-2750

Transfer

2449787

1.32

     

Purchase

     

01/12/2017

1650

Transfer

2451437

1.32

     

Sale

     

08/12/2017

-37101

Transfer

2414336

1.30

     

Purchase

     

15/12/2017

14142

Transfer

2428478

1.30

     

Purchase

     

22/12/2017

6500

Transfer

2434978

1.31

     

Purchase

     

29/12/2017

150

Transfer

2435128

1.31

     

Sale

     

29/12/2017

-1500

Transfer

2433628

1.31

     

Sale

     

30/12/2017

-2000

Transfer

2431628

1.31

     

Purchase

     

05/01/2018

49322

Transfer

2480950

1.33

     

Purchase

     

12/01/2018

16201

Transfer

2497151

1.34

     

Sale

     

12/01/2018

-46562

Transfer

2450589

1.32

     

Purchase

     

19/01/2018

14300

Transfer

2464889

1.32

     

Sale

     

19/01/2018

-800

Transfer

2464089

1.32

     

Purchase

     

26/01/2018

4900

Transfer

2468989

1.33

     

Sale

     

26/01/2018

-79589

Transfer

2389400

1.28

     

Sale

     

02/02/2018

-243921

Transfer

2145479

1.15

     

Purchase

     

09/02/2018

6600

Transfer

2152079

1.16

     

Sale

     

09/02/2018

-50

Transfer

2152029

1.16

     

Purchase

     

16/02/2018

5900

Transfer

2157929

1.16

SI No

Folio /DPID-Client ID

Category

Type

Name of the Share Holder

Shareholding at the beginning of the Year

Date

Increase/ Decrease in share holding

Reason

Cumulative Shareholding during the Year

         

No. of shares

% of total shares of the company

   

No of Shares

% of total shares of the company

     

Sale

     

16/02/2018

-300

Transfer

2157629

1.16

     

Sale

     

23/02/2018

-10500

Transfer

2147129

1.15

     

Purchase

     

02/03/2018

7950

Transfer

2155079

1.16

     

Sale

     

09/03/2018

-61962

Transfer

2093117

1.12

     

Purchase

     

16/03/2018

1000

Transfer

2094117

1.12

     

Sale

     

16/03/2018

-2350

Transfer

2091767

1.12

     

Purchase

     

23/03/2018

109460

Transfer

2201227

1.18

     

Sale

     

23/03/2018

-210360

Transfer

1990867

1.07

     

Purchase

     

30/03/2018

505

Transfer

1991372

1.07

     

Sale

     

30/03/2018

-9355

Transfer

1982017

1.06

     

Closing Balance

     

31/03/2018

   

1982017

1.06

7

AAACR2052G

LTD

Opening Balance

Ravi raj Developers Ltd

1285191

0.69

31/03/2017

   

1285191

0.69

     

Purchase

     

14/04/2017

50000

Transfer

1335191

0.72

     

Purchase

     

12/05/2017

25000

Transfer

1360191

0.73

     

Sale

     

01/09/2017

-10000

Transfer

1350191

0.73

     

Purchase

     

29/09/2017

67150

Transfer

1417341

0.76

     

Purchase

     

10/11/2017

27960

Transfer

1445301

0.78

     

Purchase

     

15/12/2017

50801

Transfer

1496102

0.80

     

Purchase

     

29/12/2017

25290

Transfer

1521392

0.82

     

Closing Balance

     

31/03/2018

   

1521392

0.82

8

AAACA7011Q

LTD

Opening Balance

Angel Fincap Private Limited

423403

0.23

31/03/2017

   

423403

0.23

     

Purchase

     

07/04/2017

59897

Transfer

483300

0.26

     

Purchase

     

14/04/2017

63500

Transfer

546800

0.29

     

Sale

     

21/04/2017

-1918

Transfer

544882

0.29

     

Purchase

     

28/04/2017

1000

Transfer

545882

0.29

     

Sale

     

05/05/2017

-1380

Transfer

544502

0.29

     

Sale

     

12/05/2017

-974

Transfer

543528

0.29

     

Purchase

     

26/05/2017

5458

Transfer

548986

0.29

     

Purchase

     

09/06/2017

6300

Transfer

555286

0.30

     

Purchase

     

16/06/2017

200

Transfer

555486

0.30

     

Sale

     

23/06/2017

-1031

Transfer

554455

0.30

     

Sale

     

30/06/2017

-5000

Transfer

549455

0.30

     

Sale

     

07/07/2017

-119

Transfer

549336

0.30

     

Sale

     

04/08/2017

-2444

Transfer

546892

0.29

     

Purchase

     

11/08/2017

763904

Transfer

1310796

0.70

     

Purchase

     

18/08/2017

34227

Transfer

1345023

0.72

     

Sale

     

25/08/2017

-3000

Transfer

1342023

0.72

     

Purchase

     

01/09/2017

134100

Transfer

1476123

0.79

SI No

Folio /DPID-Client ID

Category

Type

Name of the Share Holder

Shareholding at the beginning of the Year

Date

Increase/ Decrease in share holding

Reason

Cumulative Shareholding during the Year

No. of shares

% of total shares of the company

No of Shares

% of total shares of the company

     

Purchase

     

08/09/2017

64400

Transfer

1540523

0.83

     

Purchase

     

15/09/2017

21106

Transfer

1561629

0.84

     

Sale

     

22/09/2017

-22000

Transfer

1539629

0.83

     

Sale

     

29/09/2017

-7050

Transfer

1532579

0.82

     

Sale

     

06/10/2017

-51064

Transfer

1481515

0.80

     

Purchase

     

13/10/2017

4300

Transfer

1485815

0.80

     

Purchase

     

31/10/2017

1150

Transfer

1486965

0.80

     

Purchase

     

03/11/2017

12111

Transfer

1499076

0.81

     

Purchase

     

10/11/2017

19095

Transfer

1518171

0.82

     

Purchase

     

17/11/2017

22910

Transfer

1541081

0.83

     

Sale

     

24/11/2017

-7000

Transfer

1534081

0.82

     

Sale

     

01/12/2017

-113

Transfer

1533968

0.82

     

Sale

     

08/12/2017

-13107

Transfer

1520861

0.82

     

Purchase

     

15/12/2017

2988

Transfer

1523849

0.82

     

Sale

     

22/12/2017

-28

Transfer

1523821

0.82

     

Sale

     

29/12/2017

-823

Transfer

1522998

0.82

     

Sale

     

05/01/2018

-898

Transfer

1522100

0.82

     

Purchase

     

12/01/2018

7910

Transfer

1530010

0.82

     

Sale

     

19/01/2018

-4534

Transfer

1525476

0.82

     

Sale

     

26/01/2018

-58168

Transfer

1467308

0.79

     

Purchase

     

02/02/2018

56996

Transfer

1524304

0.82

     

Purchase

     

09/02/2018

3249

Transfer

1527553

0.82

     

Purchase

     

16/02/2018

51216

Transfer

1578769

0.85

     

Purchase

     

23/02/2018

799

Transfer

1579568

0.85

     

Sale

     

16/03/2018

-21691

Transfer

1557877

0.84

     

Sale

     

23/03/2018

-5195

Transfer

1552682

0.83

     

Sale

     

30/03/2018

-43473

Transfer

1509209

0.81

     

Closing Balance

     

31/03/2018

   

1509209

0.81

9

AAACS8590C

LTD

Opening Balance

SC INDIA INVESTMENTS PVT LTD

0

0.00

31/03/2017

   

0

0.00

     

Purchase

     

29/09/2017

64802

Transfer

64802

0.03

     

Purchase

     

06/10/2017

34175

Transfer

98977

0.05

     

Purchase

     

13/10/2017

184274

Transfer

283251

0.15

     

Purchase

     

20/10/2017

205157

Transfer

488408

0.26

     

Purchase

     

27/10/2017

192431

Transfer

680839

0.37

                       
     

Purchase

     

03/11/2017

10000

Transfer

690839

0.37

     

Purchase

     

10/11/2017

10000

Transfer

700839

0.38

     

Purchase

     

01/12/2017

103469

Transfer

804308

0.43

     

Purchase

     

08/12/2017

51905

Transfer

856213

0.46

SI No

Folio /DPID-Client ID

Category

Type

Name of the Share Holder

Shareholding at the beginning of the Year

Date

Increase/ Decrease in share holding

Reason

Cumulative Shareholding during the Year

No. of shares

% of total shares of the company

No of Shares

% of total shares of the company

     

Purchase

     

15/12/2017

121986

Transfer

978199

0.53

     

Purchase

     

22/12/2017

19100

Transfer

997299

0.54

     

Purchase

     

29/12/2017

59325

Transfer

1056624

0.57

     

Purchase

     

05/01/2018

11979

Transfer

1068603

0.57

     

Purchase

     

12/01/2018

12075

Transfer

1080678

0.58

     

Purchase

     

26/01/2018

330000

Transfer

1410678

0.76

     

Closing Balance

     

31/03/2018

   

1410678

0.76

10

ADWPD2697K

PUB

Opening Balance

SHELLY DESAI

1395000

0.75

31/03/2017

   

1395000

0.75

     

Sale

     

15/09/2017

-191500

Transfer

1203500

0.65

     

Sale

     

22/09/2017

-60000

Transfer

1143500

0.61

     

Sale

     

20/10/2017

-10830

Transfer

1132670

0.61

     

Sale

     

27/10/2017

-92963

Transfer

1039707

0.56

     

Sale

     

03/11/2017

-11360

Transfer

1028347

0.55

     

Sale

     

10/11/2017

-288640

Transfer

739707

0.40

     

Purchase

     

12/01/2018

739707

Transfer

1479414

0.79

     

Sale

     

12/01/2018

-739707

Transfer

739707

0.40

     

Sale

     

02/02/2018

-62500

Transfer

677207

0.36

     

Sale

     

30/03/2018

-27500

Transfer

649707

0.35

     

Closing Balance

     

31/03/2018

   

649707

0.35

v. Shareholding of Directors and Key Managerial Personnel:

SI no

Folio/Dpid-Clientid

Category

Type

Name of the Share Holder

Shareholding at the beginning of the Year

Date

Cumulative Shareholding during the Year

No of Shares

% of total shares of the company

No of Shares

% of total shares of the company

1

AAAPP2182Q

DRL

Opening Balance

Pradeep Puri

423610

0.23

31/03/2017

423610

0.23

     

Closing Balance

     

31/03/2018

423610

0.23

2

AADPB9898C

DRL

Opening Balance

Raj Kumar Bhargava

77345

0.04

31/03/2017

77345

0.04

     

Closing Balance

     

31/03/2018

77345

0.04

3

AAAPR4142A

DRL

Opening Balance

K Ramchand

40000

0.02

31/03/2017

40000

0.02

     

Closing Balance

     

31/03/2018

40000

0.02

4

ADGPJ9093D

EMP

Opening Balance

Rajiv Jain

5000

0.00

31/03/2017

5000

0.00

     

Closing Balance

     

31/03/2018

5000

0.00

V. INDEBTEDNESS

 

Secured Loans

Un Sec Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the FY

       

i) Principal Amount

55,00,00,000

83,00,000

 

55,83,00,000

ii) Interest due but not paid

     

-

iii) Interest accrued but not due

     

-

Total

55,00,00,000

83,00,000

-

55,83,00,000

Change in Indebtedness during the FY

       

Additions

-

18,71,00,000

 

18,71,00,000

Reduction

9,74,61,473

2,41,57,154

 

12,16,18,627

Net Change

9,74,61,473

21,12,57,154

-

30,87,18,627

Indebtedness at the end of the FY

       

i) Principal Amount

45,25,38,527

17,12,42,846

 

62,37,81,373

ii) Interest due but not paid

     

-

iii) Interest accrued but not due

1,39,620

38,54,226

 

39,93,846

Total

45,26,78,147

17,50,97,072

-

62,77,75,219

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. No

Particulars of remuneration

Name of MD/WTD/Manager

 
 

Mr. Pradeep Purl Executive Vice Chairman Upto December 31, 2017

Mr. Ajai Mathur Managing Director

Total

1

Gross Salary

     
 

(a) Salary as per provisions Contained in Section 17(1) of the Income Tax Act 1961

-

-

-

 

(b) Value of Perquisites u/s 17(2) I tax Act 1961

-

-

-

 

(c) Profit in lieu of Salary U/S 17(3) Income Tax Act 1961

-

-

-

 

Total (1)

-

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission

-

-

-

 

as % of Profit

     
 

Others, specify

-

-

-

5

Others, please specify

-

-

-

 

Sitting Fee

2,10,000

3,00,000

5,10,000

 

Out-of-pocket Expenses

-

-

-

 

Total

2,10,000

3,00,000

5,10,000

 

Ceiling as per the Act

Remuneration paid to Directors is within the limits prescribed under the Companies Act, 2013 and Schedule V thereof.

B. Remuneration to other directors:

SI. No.

Particulars of Remuneration

For attending Board Committee meeting

Commission

Other, please specify

Total

 

Name of Directors

       

1

Independent Directors

       
 

Mr. R K Bhargava

4,20,000

0

0

4,20,000

 

Mr. Piyush Mankad

3,60,000

0

0

3,60,000

 

Dr. Sanat Kaul

4,20,000

0

0

4,20,000

 

Mr. Deepak Premnarayen

3,30,000

0

0

3,30,000

 

Ms. Namita Pradhan

90,000

0

0

90,000

 

Total (1)

16,20,000

0

0

16,20,000

2

Other Non-Executive Directors

       
 

Mr. Pradeep Puri*

90,000

0

0

90,000

 

Mr. K. Ramchand

1,80,000

0

0

1,80,000

 

Total (2)

2,70,000

0

0

2,70,000

 

Total (B)= (1) + (2)

18,90,000

0

0

18,90,000

 

Ceiling as per the Act

Remuneration pad to Directors is within the limits prescribed under the Companies Act, 2013

* with effect from January 1, 2018

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Particulars

CFO

Company Secretary

Total

 

Rajiv Jain

Pooja Agarwal (Upto May 31 , 2017)

Dhiraj Gera (with effect from June 1, 2017)

 

Remuneration

       

1. Gross Salary

       

(a) Salary as per provisions Contained in Section 17(1) of the Income Tax Act 1961

44,24,950

14,34,595

-

58,59,545

(b) Value of Perquisites u/s 17(2) I tax Act 1961

61,613

87,051

-

1,48,664

(c) Profit in lieu of Salary U/S 17(3) Income Tax Act 1961

-

-

-

-

Total (1)

44,86,563

15,21,646

-

60,08,209

2. Stock Option

-

-

-

-

3. Sweat Equity

-

-

-

-

4. Commission

       

as % of Profit

-

-

-

-

Others, specify

-

-

-

-

5. Others, please specify

       

An amount of Rs. 2 lakhs per month excluding applicable taxes towards deputation charges to Urban Mass Transit Company Limited for the period June 1 , 2017 to March 31 , 2018.

   

20,00,000

20,00,000

Total

44,86,563

15,21,646

20,00,000

80,08,209

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

         

Penalty

         

Punishment

         

Compounding

         

B. DIRECTORS

         

Penalty

   

MM

   

Punishment

         

Compounding

         

C. OTHER OFFICERS IN DEFAULT

         

Penalty

         

Punishment

         

Compounding

         

By order of the Board For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

DIN : 00016949 Date: May 21, 2018


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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