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 : [email protected] |
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 : [email protected] |
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 |
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Penalty |
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Punishment |
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Compounding |
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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 âRight to collect tollâ 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 âEnvironment Compensation Chargeâ (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 âstate of the artâ 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 Boardâs 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 âmaterialâ 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 Companyâs 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.
DIRECTORSâ 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 Directorsâ 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 ÂTrue 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.Â
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.
DIRECTORSÂ 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 ÃB
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