Your Directors have pleasure in presenting the Annual Report along with the AuditedAccounts for the financial year ended March 31 2017.
| || ||(Rs. in Million) |
|Particulars ||Year Ended 31-Mar-17 ||Year Ended 31-Mar-16 |
|Income from Operations ||820.58 ||1289.56 |
|Other Income ||28.62 ||28.18 |
|Operating and Administration ||383.51 ||359.93 |
|Expenses || || |
|Profit Before Interest and ||465.69 ||957.81 |
|Depreciation/Amortisation & tax || || |
|Interest and Finance Charges ||58.67 ||26.47 |
|Depreciation /Amortization ||378.75 ||322.65 |
|Tax Expenses ||11.97 ||(366.77) |
|Net Profit carried to Balance ||16.30 ||975.46 |
|Sheet || || |
|Balance Brought forward ||1686.33 ||1271.13 |
|Amount available for appropriation ||1702.63 ||2246.59 |
|APPROPRIATIONS || || |
|Dividend ||279.30 ||465.49 |
|Dividend Distribution Tax ||56.86 ||94.77 |
|Profit carried to Balance Sheet ||1366.47 ||1686.33 |
The Company adopted Indian Accounting Standard ("Ind AS") from April 1 2016and accordingly the financial results have been prepared in accordance with therecognition and measurement principles stated therein prescribed under Section 133 of theCompanies Act 2013 read with the relevant rules issued there under and the otheraccounting principles generally accepted in India. Financial results for all the periodsduring FY 2016-17 have been prepared in accordance with the recognition and measurementprinciples of Ind AS. These are Company's first financial statements prepared inaccordance with Ind AS. The date of transition to Ind AS is April 12015.
For financial year ended March 31 2016 the Company prepared its financial statementsin accordance with the requirements of previous Indian Generally Accepted AccountingPrinciples (IGAAP) which includes Standards notified under the Companies (AccountingStandards) Rules 2006.
The Income from Operations and Profit after tax for Financial Year (FY) 2017 hasdecreased over the previous FY by Rs. 468.98 mn and Rs. 959.15 mn respectively. Thereduction is primarily on account of non-collection of the user fee pursuant to theHon'ble High Court of Allahabad Judgement dated October 26 2016 on a Public InterestLitigation filed in 2012 (challenging the validity of the Concession Agreement and seekingthe Concession Agreement to be quashed) wherein the Hon'ble High Court of Allahabad heldthe two specific provisions relating to levy and collection of fee to be inoperative butrefused to quash the Concession Agreement. Consequently collection of user fee from theusers of the Noida Bridge has been suspended from October 26 2016. However the Companycontinues to fulfill its obligations as per the Concession Agreement includingmaintenance of Project Assets.
DIVIDEND AND RESERVES
Due to inadequate profits your Directors are not recommending any dividend for the FY2016-17 to the Shareholders.
During the year under review no amount from profit was transferred to General Reserve.
The Company has repaid Secured Term Loan from the Bank amounting to Rs. 50 millionduring the FY 2016-17 in accordance with scheduled repayment terms. During the FY 2016-17the Company has drawn down a secured term loan of Rs. 170 million from the Bank and anunsecured loan of Rs. 8.30 million from the body corporate.
There has been an overall decrease in Average Daily Traffic by 39.47% and in Revenue by41.29% during the FY 2016-17 as compared to the previous FY 2015-16. This is on account ofsuspension of collection of user fee from the users of DND Flyway with effect from October26 2016 pursuant to the Judgement of the Hon'ble High Court of Allahabad.
The Annual Average Daily Traffic (AADT) during the FY 201617 (up to October 25 2016)was 70794 vehicles. The Annual Average Revenue/Day has decreased to Rs. 1.77 mn. duringthe year under review
The Average Daily Traffic (class wise) and Average Daily Revenue from User Fees duringthe year under review is presented in the Table below:
|Month ||Buses/ Trucks (vehicles/ day) ||Two-Wheelers (vehicles/ day) ||cars (vehicles/ day) ||Total ||Revenue ('/day) |
|Average ||1899 ||13851 ||55044 ||70794 ||1779972 |
Post suspension of collection of user fee the traffic on DND Flyway has increasedmanifold. According to a traffic count done during July 312017 to August 6 2017 theaverage daily traffic was approximately 172563 as compared to the average daily taffic of136106 during October 17 2016 to October 23 2016. The increase in traffic by 26.8% hasled to congestion on DND Flyway as the ingress/egress roads at both the Delhi and Noidaend are not able to cope with the throughput. During peak hours traffic queues up to themain bridge on the Yamuna in the Noida-Delhi direction and up to the Toll Plaza in theDelhi -Noida direction. The increase in traffic if unabated could lead to accelerated wearand tear of the road surface and increased stress on traffic and security functions.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report for the year under review as stipulatedunder Listing Regulations is attached and forms part of this Report.
The Issued and Subscribed Equity Share Capital of the Company on March 31 2016 wasRs. 1861950020/-. There were no allotments of shares during the year and hence theshare capital on March 312017 remains the same.
The Company has one subsidiary ITNL Toll Management Services Limited. The auditedaccounts of the subsidiary as well as the Consolidated Financial Statements of theCompany along with its subsidiary form part of this Report. A statement containing salientfeatures of the financial statement of subsidiaries/associate companies in the prescribedForm 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. KRamchand Director retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for re-appointment. The Board recommends his re-appointmentfor 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 Directorsas specified under Section 164 of the Companies Act 2013.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.During the year under review the nonexecutive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
Mr. Arun Saha Director and Mr Harish Mathur - Executive Director & CEO of theCompany had resigned from the Directorship of the Company with effect from November 232016 and March 9 2017 respectively. Your Directors place on records sincere appreciationof the contribution made by them to the Company.
The Board of Directors has appointed Mr Pradeep Puri as Executive Vice Chairman and MrAjai Mathur as Managing Director of the Company with effect from November 23 2016 andMarch 9 2017 respectively subject to shareholders approval being obtained at this AnnualGeneral Meeting.
Ms Monisha Macedo - Whole time Director ceased to be Director of the Company witheffect from March 14 2017 by virtue of discontinuation of her services as Senior VicePresident of the Company on March 14 2017. The Board of Directors has appointed MrsNamita Pradhan as an Additional Director on the Board of the Company with effect from June9 2017 subject to shareholders approval being obtained at this Annual General Meeting andthe requirement of Women Director on the Board of the Company has been complied with.
Ms Pooja Agarwal has resigned from the position of Company Secretary and ComplianceOfficer of the Company with effect from June 12017. The Board at its Meeting held on May16 2017 appointed Mr Dhiraj Gera as the Company Secretary and Compliance Officer of theCompany with effect from June 1 2017 in terms of the provisions of Section 203 of theCompanies Act 2013 read with Rules made there under and applicable Regulations of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and the Corporate Governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has devised a Policy forperformance evaluation of all the Independent Directors Board and Committees ofDirectors both executive and non-executive. A structured questionnaire was preparedcovering various aspects of the Board's functioning execution and performance of dutiesobligations and governance. An evaluation of performance for FY 201617 has been conducted.The Directors have expressed their satisfaction with the performance of each of theDirectors Committees and the Board.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr Ajai MathurManaging Director Mr Dhiraj Gera Company Secretary and Mr. Rajiv Jain Chief FinancialOfficer 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 Criteriafor 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 eleven times during the year under review.Details on the Meetings form part of the Corporate Governance Report.
As per Section 177 of the Companies Act 2013 the Audit Committee of Directorscomprises 6 Directors out of which 4 are Independent. The Independent Directors on theCommittee are; Mr. R.K. Bhargava (Chairman) Dr. Sanat Kaul Mr. Piyush Mankad and Mr.Deepak Premnarayen. The other Members are Mr. Pradeep Puri Executive Vice Chairman andMr. Ajai Mathur Managing Director who were inducted on the Committee with effect fromNovember 23 2016 and March 9 2017 respectively.
All recommendations made by the Audit Committee were accepted by the Board.
Detailed composition of the Committee along with information on the meetings held andattended are given in the Corporate Governance Report.
WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower/Vigil Mechanism Policy to report genuineconcerns or grievances concerning instances of unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct and Business Ethics Policy. The Policycan be accessed on the website of the Company in the investor information section onwww.ntbcl.com
The Company has not received any complaints under this policy during the year underreview.
disclosure under sexual harassment of women AT THE workplace (prevention prohibitionand Redressal) AcT 2013
The Company has in place an anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company and itssubsidiary (permanent contractual temporary trainees) are covered under this Policy.During the year under review there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of Section 135 of the Companies Act 2013 the Company's Corporate SocialResponsibility Committee (CSR Committee) has been constituted which presently consists ofthree 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. RamchandNon-Executive Director. Details of the Committee along with information on the meetingsheld and attended are given in the Corporate Governance Report.
The CSR Committee has formulated and recommended to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany which has been approved by the Board. The CSR Policy may be accessed in theinvestor information section on the Company's website at www.ntbcl.com.
The Report on CSR Activities conducted during the year under review as required underthe Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure4 and forms part of this Report.
The Company has not accepted any Fixed Deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe 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 anyinvestments nor given any loans/guarantees/provided security in connection with a loangranted to any person or body corporate in terms of Section 186 of the Companies Act2013.
Further being an Infrastructure Company provisions of Section 186 of the CompaniesAct 2013 are not applicable.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on anarm's length basis and in the ordinary course of business. The Company has not enteredinto any "material" Related Party Transactions during the year. Accordingly theprovisions of Section 188 of the Companies Act 2013 are not attracted and disclosure inform 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 ManagerialPersonnel 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 bythe Audit and Board of Directors of the Company at their meetings held on January 282015. The policy on Related Party Transactions has been uploaded in the investor sectionof the Company's website at www.ntbcl.com. All Related Party Transactions regardless oftheir size are placed before the Audit Committee and in case a Transaction needsapproval 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 transactionswhich are repetitive in nature. A statement on all Related Party Transactions is placedbefore the Audit Committee and Board for review on a quarterly basis. Other thanremuneration none of the Directors have any pecuniary relationship or transactionsvis-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 Rs. 7432.2 mn. undersection 143(3) of the Income Tax Act 1961 which is primarily on account of addition ofarrears of designated returns to be recovered in future from toll revenue subsidy onaccount of allotment of Land . The Company has filed an appeal with the first levelAppellate Authority and based on legal opinion Management believes that the outcome ofthe same will be in favour of the Company.
During previous years Income Tax Department had raised a demand of Rs. 6212 mn. whichwas primarily on account of addition of arrears of designated returns to be recovered infuture from toll and revenue subsidy on account of allotment of land. The Company hasfiled an appeal with the first level Appellate Authority and based on legal opinion theManagement believes that the outcome of the same will be in favour of the Company.
The litigation that was initiated by the Federation of Noida Residents WelfareAssociation was a Public Interest Litigation (PIL) filed in the Allahabad High Courttitled: Federation of Noida Residents Welfare Association v Noida Toll Bridge CompanyLimited & Ors. PIL No. 60214 of 2012. This has been decided and disposed by theAllahabad High Court vide its judgement dated October 26 2016. The Hon'ble High Court ofAllahabad has vide its judgment dated October 26 2016 ("HC Judgment") decidedthe matter of Federation of Noida Residents Welfare Association v Noida Toll BridgeCompany Limited & Ors. PIL No. 60214 of 2012 and directed Noida Toll Bridge CompanyLimited ("NTBCL/ the Concessionaire") to not impose or recover any user fee/toll from the commuters using the Delhi-Noida till bridge ("DND Flyway").
The Hon'ble High Court has vide its Judgment : (i) severed Article 14 from theConcession Agreement dated 12th November 1997 ("Concession Agreement") executedbetween NOIDA IL&FS and Noida Toll Bridge Company Limited ("NTBCL/ theConcessionaire") and (ii) held that Article 13 of the Concession Agreement sufferedfrom the vice of excessive delegation and is not enforceable and directed the NTBCL tostop collecting user fee from commuters using the DND Flyway. The Hon'ble High Court ofAllahabad has held that the severance of the aforementioned Article 14 and holding ofArticle 13 as excessive delegation would not affect the Concession Agreement as a wholeand that NOIDA and NTBCL would be required to continue to perform in full theirobligations thereunder.
Your Company has challenged the High Court Judgment before the Hon'ble Supreme Court ofIndia in the matter of Noida Toll Bridge Company Limited v Federation of Noida ResidentsWelfare Association & Ors. Special Leave Petition (SLP No. 33403 of 2016) which ispresently pending adjudication. The Hon'ble SC has admitted the SLP and issued notice onthe same and therefore the SLP is now in the nature of an admitted appeal against the saidAllahabad HC Judgement. The Hon'ble SC had on November 11 2016 passed an order in theaforesaid matter requesting the Comptroller and Auditor General of India (CAG) to assistthe court in the matter by verifying the claim of NTBCL that the Total Cost of the Projecthas not been recovered and submit its report to the Hon'ble SC. On the last date ofhearing i.e. January 23 2017 the Hon'ble SC had passed an Order granting the CAG8-weeks additional time to file its report. On March 27 2017 the Hon'ble Supreme Courtissued an Office Report stating that on March 22 2017 the CAG filed an Affidavit alongwith sealed cover report.
The matter was initially listed for hearing before the Supreme Court on July 5 2017but due to heavy work load of Supreme Court cases the matter was not listed on that dateand the likely date for listing as per the website of the Supreme Court is September 182017.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There was no material change and commitment which materially effect the financialposition of the Company occurred between the financial year ended on March 312017 and thedate 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 optionsgranted 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 weregranted as per the pricing formula approved by the shareholders.
The Company's Equity Shares of Rs. 10/- each aggregating to Rs. 1861950020/- arelisted on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.
The Global Depository Receipts (GDRs) of the Company were listed on the AlternativeInvestment Market of the London Stock Exchange. The Company's GDR facility terminated fromthe AIM segment of the London Stock Exchange on May 4 2017 whereupon the admission ofthe GDRs to trading on AIM ceased and cancellation took place at 7:00 a.m. on May 4 2017.
INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)
Pursuant to the announcement on February 8 2017 regarding de-listing on theAlternative Investment Market (AIM) segment of the London Stock Exchange (LSE) theCompany's GDR facility was terminated at 7:00 a.m on May 4 2017 accordingly the IFRSannual financial was neither prepared nor submitted.
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-17 ||Year ended 31-Mar-16 |
| ||Rupees ||Rupees |
|Travel ||- ||292760 |
|Consultancy/ Legal Fees ||3392997 ||4771233 |
The Company is also in the process of setting up a solar power generation system forits captive use.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Report on Corporate Governance practicesfollowed by the Company along with an Auditors' certificate on compliance with theprovisions of Corporate Governance is annexed and forms part of this Report.
The Company has carried out a detailed exercise at the operational as well as thecorporate/strategic level to identify and categorize risks with business and functionalheads. A Risk Management Policy was approved by the Board of Directors of the Company onApril 30 2015. Risk procedures are periodically reviewed to ensure control on risksthrough properly defined framework.
INTERNAL FINANcIAL cONTROLS
The Company has in place adequate internal financial controls. The Company's internalcontrol system is commensurate with its size scale and complexity of its operations. Theinternal audit is entrusted to M/s Patel & Deodhar Chartered Accountants. The mainthrust 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 ofDirectors to provide a statement to the members of the Company in connection withmaintenance of books records and preparation of Annual Accounts in conformity withaccepted accounting standards and past practices followed by the Company. Pursuant to theforgoing and on the basis of representations received from the operating management andafter due enquiry it is confirmed that:
(1) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(2) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(3) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and such internal financial controls are adequate and are operating effectively.
(6) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
M/s Luthra & Luthra Chartered Accountants (Registration No. 002081N) wereappointed as Statutory Auditors of the Company for a period of three years till theconclusion of the forthcoming 21st Annual General Meeting (AGM) scheduled to be held inthe year 2017. M/s Luthra & Luthra have been Statutory Auditors of the Company formore than 10 years and will complete permissible maximum number of 3 consecutive yearsafter the commencement of the Companies Act 2013 as Statutory Auditors at the forthcomingAGM. As such pursuant to the provisions of Section 139 of the Companies Act 2013 andRules made thereunder the Company is required to appoint new firm of Statutory Auditorsin place of the incumbent Auditors.
The Board of Directors of the Company has appointed M/s. N. M. Raiji & Co.Chartered Accountants (Firm Registration No. 108296W) as the Statutory Auditors of theCompany for a period of five years.
The approval of the Members is requested by passing an Ordinary Resolution to appointM/s. N. M. Raiji & Co. Chartered Accountants (Firm Registration No.108296W) as theStatutory Auditors of the Company for a period of five years to hold office from theconclusion of this AGM till the conclusion of the 26th AGM of the Companyscheduled to be held in the year 2022 subject to ratification of their appointment atevery AGM and to authorize the Board to determine their remuneration. The Company hasreceived a written confirmation from M/s N. M. Raiji & Co. to the effect that theirappointment if made would satisfy the criteria provided in Section 141 of the CompaniesAct 2013 and Rules framed thereunder.
There are no audit qualifications in the financials for the year under review.
Pursuant to Section 148 of the Companies Act 2013 and the Companies (Cost Records andAudit) Rules 2014 framed there under the Company is not required to appoint the CostAuditors for FY 2017-18.
Pursuant to the provisions of Section 204 of the Companies Act 2013 (the Act) andRules framed there under the Company has appointed GSK & Associates (RegistrationNumber P2014UP036000) to undertake the Secretarial Audit of the Company. The SecretarialAudit 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 7 employees as on March 31 2017. The information required undersection 197(12) of the Act read with Rules 5(2) at 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of report. Having regard tothe provisions of the first proviso to section 136(1) of the Act the Annual Reportexcluding the afforefaid information is being sent to the Shareholders of the Company. Thesaid information is available for inspection at the registered office of the Companyduring working hours and any Member intrested in obtaining such information may write tothe Company secretary at the registered office of the Company.
The information required under Section 197(12) of the Companies Act 2013 read withRules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and forming part of the Directors' Report for the year under review is given asAnnexure 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 tothe 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 requiredunder Section 92 of the Companies Act 2013 is annexed to this Report as Annexure 7.
The Board of Directors place on record their appreciation for the continued supportextended to them by various Government Authorities Banks Financial Institutions thePromoter and Shareholders of the Company.
The Directors would also like to place on record their appreciation for the hard workand dedication of the employees of the Company at all levels.
By order of the Board
For Noida Toll Bridge Company Limited
R. K. Bhargava
DIN : 00016949
Date: August 9 2017