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Noida Toll Bridge Company Ltd.

BSE: 532481 Sector: Infrastructure
NSE: NOIDATOLL ISIN Code: INE781B01015
BSE 00:00 | 18 Sep 5.73 0.26
(4.75%)
OPEN

5.47

HIGH

5.73

LOW

5.21

NSE 00:00 | 18 Sep 5.75 0.25
(4.55%)
OPEN

5.50

HIGH

5.75

LOW

5.25

OPEN 5.47
PREVIOUS CLOSE 5.47
VOLUME 14243
52-Week high 9.49
52-Week low 2.60
P/E
Mkt Cap.(Rs cr) 107
Buy Price 22.92
Buy Qty 2000.00
Sell Price 22.92
Sell Qty 1272.00
OPEN 5.47
CLOSE 5.47
VOLUME 14243
52-Week high 9.49
52-Week low 2.60
P/E
Mkt Cap.(Rs cr) 107
Buy Price 22.92
Buy Qty 2000.00
Sell Price 22.92
Sell Qty 1272.00

Noida Toll Bridge Company Ltd. (NOIDATOLL) - Auditors Report

Company auditors report

ON STANDALONE FINANCIAL STATEMENTS

TO THE MEMBERS OF

NOIDA TOLL BRIDGE COMPANY LIMITED

1. We have audited the accompanying standalone Ind AS financial statements of NOIDATOLL BRIDGE COMPANY LIMITED) ("the Company") which comprise the Balance Sheetas at March 31 2018 the Statement of Profit and Loss (including other comprehensiveincome) the Cash Flow Statement and the statement of Changes in Equity for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

management's responsibility for the

STANDALONE FINANCIAL STATEMENTS

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone Ind AS financial statements that give a true and fairview of the financial position financial performance (including other comprehensiveincome) cash flows and change in the equity of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

3. Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

4. In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder and the Orderissued under section 143(11) of the Act.

5. We conducted our audit of standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

7. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

8 In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thestate of affairs of the Company as at March 31 2018 and its loss (including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.

EMPHASIS OF MATTER

9. We draw attention to note no. 30 to the Audited Financial Results in which pendingthe outcome of the Company's appeal before the Hon'ble Supreme Court against the order ofthe Hon'ble High Court of Allahabad stalling the levy and collection of toll fee basedon a legal opinion the Board has placed reliance on the provisions of the ConcessionAgreement relating to compensation and other recourses and taken a stand that theunderlying

value of the intangible and other assets is not impaired. Our opinion is not modifiedin respect of this matter.

OTHER MATTERS

10. The comparative financial information of the Company for the year ended March 312017 included in these standalone financial results have been audited by the predecessorauditor. The report of the predecessor auditor on the comparative financial informationdated May 26 2017 expressed an unmodified opinion.

REPORT ON OTHER LEGAL AND REGULATORY

REQUiREMENTS

11. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub section (11) of section 143 ofthe Companies Act 2013 we give in the "Annexure A" a statement on the mattersspecified in paragraph 3 and 4 of the Order to the extent applicable.

12. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome and the Cash Flow Statement and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of accounts.

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164 (2) of theAct.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

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

i. The Company has disclosed the impact of the pending litigations on its financialposition in its standalone Ind AS financial statements - Refer Note 32 to standalone IndAS financial statements;

ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For N. M. Raiji & Co. Chartered Accountants (Firm's Reg No. 108296W)

CA. Vinay D. Balse
Place: Camp: Noida Partner
Date: May 212018 (Membership No. 039434)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As per the information and explanations given to us fixed assets have beenphysically verified by the Management at reasonable intervals and no discrepancy wasnoticed.

(c) According to the information and explanations given to us the Company does not ownany freehold immovable properties and lease / sub -lease deeds of leasehold land areregistered with Appropriate Authorities.

(ii) As per the information and explanations given to us inventories are physicallyverified during the year by the management. In our opinion the frequency of suchverification is reasonable. No material discrepancies were noticed on physicalverification.

(iii) The Company has granted loans to Companies covered in the register maintainedunder section 189 of the Companies Act 2013 (‘the Act') in respect of which:

a) In our opinion terms and conditions on which the loans have been granted to thebodies corporate listed in the register maintained under Section 189 of the Act were notprima facie prejudicial to the interest of the Company.

b) In the case of loans granted to the bodies corporate listed in the registermaintained under section 189 of the Act the borrowers have been regular in the payment ofthe principal and interest as stipulated.

c) There are no overdue amounts in respect of the loan granted to a body corporatelisted in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of grant of loans making investments and providing guarantees and securitiesas applicable.

(v) The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 31 2018 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.

(vi) The Company is not required to maintain cost records pursuant to the Rules made bythe Central Government under section 148 of the Act. Thus reporting under clause 3(vi) ofthe Order is not applicable to the Company.

(vii) a) According to the information and explanations given to us and on the basis ofour examination of the books of account the Company has been generally regular indepositing undisputed statutory dues including Provident Fund Employees State InsuranceIncome- Tax Sales-Tax Service Tax Custom Duty Excise Duty Value Added Tax Goods& Services Tax Cess and any other statutory dues applicable to it with theappropriate authorities during the year.

According to the information and explanations given to us no undisputed amount ispayable as at March 31 2018 for a period of more than six months from the date theybecame payable.

b) According to the information and explanations given to us there are no dues ofIncome Tax Wealth Tax Sales Tax Services Tax Duty of Custom Duty of Excise and ValueAdded Tax and other material statutory dues which has not been deposited with theappropriate authorities on account of any dispute other than as given below:

Name of the Statute Nature of the dues Amount (in lacs) Period to which the amount relates forum where dispute is pending
Income Tax Income Tax 10181.75* AY 2007-08 Pending to be filed before ITAT
Income Tax Income Tax 12973.83* AY 2008-09 Pending to be filed before ITAT
Income Tax Income Tax 14190.24 AY 2009-10 Pending to be filed before ITAT
Income Tax Income Tax 15109.81 AY 2010-11 Pending to be filed before ITAT
Income Tax Income Tax 15865.45 AY 2011-12 Pending to be filed before ITAT
Income Tax Income Tax 17588.74* AY 2012-13 Pending to be filed before ITAT
Income Tax Income Tax 18936.55* AY 2013-14 Pending to be filed before ITAT
Income Tax Income Tax 29156.23 AY 2014-15 Pending to be filed before ITAT

* Net of amount paid under protest

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to banks and financialinstitutions during the year.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause 3 (ix)of the Order is not applicable to the Company.

(x) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us andbased on our examination of records of the Company the Company has complied with therequisite provisions of the Section 197 read with Schedule V to the Companies Act 2013.It may be noted that no managerial remuneration has been paid / provided by the Company inview of losses incurred.

(xii) To the best of our knowledge and belief and according to the information andexplanations given to us the Company is not a Nidhi company. Accordingly paragraph3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone Ind AS financial statements asrequired by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause 3 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected to its directors and hence provisions ofsection 192 of the Companies Act 2013 are not applicable to the Company. Accordinglyclause 3 (xv) of the Order is not applicable to the Company.

(xvi) To the best of our knowledge and belief the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.

For N. M. Raiji & Co.

Chartered Accountants

(Firm's Reg No. 108296W)

CA. Vinay D. Balse
Place: Camp: Noida Partner
Date: May 21 2018 (Membership No. 039434)

ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION143 OF The COMpANIES ACT 2013 ("The ACT")

We have audited the internal financial controls over financial reporting of Noida Tollbridge Company limited ("the Company") as of March 312018 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon that date.

management's responsibility for internal

FINANCIAL CONTROLS

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For N. M. Raiji & Co.

Chartered Accountants

(Firm's Reg No. 108296W)

CA. Vinay D. Balse
Place: Camp: Noida Partner
Date: May 21 2018 (Membership No. 039434)