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Noida Toll Bridge Company Ltd.

BSE: 532481 Sector: Infrastructure
NSE: NOIDATOLL ISIN Code: INE781B01015
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VOLUME 30336
52-Week high 8.49
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P/E
Mkt Cap.(Rs cr) 117
Buy Price 6.10
Buy Qty 1210.00
Sell Price 6.40
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OPEN 6.56
CLOSE 6.30
VOLUME 30336
52-Week high 8.49
52-Week low 2.42
P/E
Mkt Cap.(Rs cr) 117
Buy Price 6.10
Buy Qty 1210.00
Sell Price 6.40
Sell Qty 1000.00

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

Company director report

DEAR MEMBERS

Your Directors are pleased to present the Twenty Third Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2019.

FINANCIAL HIGHLIGHTS

(` Million)

Particulars Standalone Consolidated
March 31 2019 March 31 2018 March 31 2019 March 31 2018
Revenue from Operations 203.64 162.77 203.64 162.77
Other Income 3.85 12.39 3.20 14.07
Total Income 207.49 175.16 206.84 176.84
Total Expenses including Depreciation and Finance Costs 767.36 747.50 766.11 750.31
Profit/(Loss) Before Tax (559.87) (572.34) (559.27) (573.47)
Tax Expense/(Income) (200.58) 5.27 (200.58) 5.27
Profit/(Loss) After Tax (359.29) (577.61) (358.69) (578.74)

The Standalone Gross Revenue from operations for FY 2019 was Rs. 203.64 million(Previous Year: Rs. 162.77 million) registering a growth of 25.11%. The Loss before taxhas reduced to Rs. 559.87 million as against Rs. 572.34 million in the Previous Year. TheCompany has incurred a loss of Rs. 359.29 million against Rs. 577.61 million reported inthe Previous Year. The reduction in loss is primarily on account of reversal of deferredtaxes.

The Consolidated Gross Revenue from operations for FY 2019 was Rs. 203.64 million(Previous Year: Rs. 162.77 million) registering a growth of 25.11%. The Consolidated Lossbefore tax has reduced to Rs. 559.27 million (Previous Year: Rs. 573.47 million). TheConsolidated loss of the Company has reduced to Rs.358.69 million (Previous Year: Rs.578.74 million). The reduction in loss is primarily on account of reversal of deferredtaxes.

Pursuant to the Hon'ble High Court of Allahabad Judgement dated October 26 2016 on aPublic Interest Litigation filed in 2012 (challenging the validity of the ConcessionAgreement and seeking the Concession Agreement to be quashed) wherein the Hon'ble HighCourt of Allahabad held the two specific provisions relating to levy and collection of feeto be inoperative but refused to quash the Concession Agreement. Consequently collectionof user fee from the users of the Noida Bridge has been suspended from October 26 2016.However the Company continues to fulfil its obligations as per the Concession Agreementincluding maintenance of Project Assets.

The non-toll revenue during FY 2018-19 is Rs. 203.64 million as compared to Rs. 162.77million for FY 2017-18 which is an increase of 25.11%.

Pursuant to the proceedings filed by the Union of India under

Sections 241 and 242 of the Companies Act 2013 the National Company Law TribunalMumbai Bench ("NCLT") by way of an Order dated October 1 2018 suspended theerstwhile Board of Directors of Infrastructure Leasing & Financial Services Limited("IL&FS") and re-constituted the same with persons proposed by the Union ofIndia (such reconstituted Board referred to as the "New Board"). The NationalCompany Law Appellate Tribunal New Delhi (the "NCLAT") has passed an Order ofmoratorium on October 15 2018 in respect of actions (as set out therein) that cannot betaken against IL&FS and its group companies including Noida Toll Bridge CompanyLimited ("NTBCL") which includes amongst others institution or continuationof suits or any other proceedings by any party or person or bank or company etc. against'IL&FS' and its group companies in any Court of Law/Tribunal/Arbitration Panel orArbitration Authority and any action by any party or person or bank or company etc. toforeclose recover or enforce any security interest created the assets of 'IL&FS' andits group companies. NCLT Mumbai Bench vide its Order dated April 26 2019 has alsogranted exemption to IL&FS and its Group Companies NTBCL regarding appointment ofIndependent Directors and Women Directors.

DIVIDEND AND RESERVES

Due to inadequate profits your Directors are not recommending any dividend for the FY2018-19 to the Shareholders.

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

DEBT REPAYMENT

The Company has repaid Secured Term Loan from the Bank amounting to Rs 2.68 millionduring the FY 2018-19.

The Company has not made payment of monthly interest and quarterly repayment on accountof Secured Term Loan ("Facility") from ICICI Bank Limited for the period May2018 to March 2019. The total outstanding amount upto March 31 2019 is Rs. 500.00million i.e Rs. 50.00 million on account of interest and the balance amount of Rs. 450.00million towards principal re-payment. The Company has received several notices from ICICIBank including the notice dated September 27 2018 for loan recall and notice ofacceleration of the facility.

The total unsecured short term loan from IL&FS Transportation Networks Limited("ITNL") as on March 31 2019 stood at Rs 178.00 million a loan aggregating toRs 65.00 million has been rolled over for a further period of one year and the balanceloan of Rs 112.90 million was not rolled over. The Company has provided Rs 27.24 million(net amount of Rs. 24.52 million) as interest upto March 31 2019.

OPERATIONS

The Automatic Vehicle Classification Systems installed at the toll plaza were madeinoperational post suspension of collection of user charges from the users of DND Flywayand hence traffic data on the DND Flyway for FY 2018-19 is not available. Howeverbetween January 2019 to March 2019 the Company had undertaken a traffic count on DNDFlyway and Mayur Vihar link using videography. The average daily traffic count on DNDFlyway and Mayur Vihar link was approximately 297000 which is 139% growth over theaverage total daily traffic preceding the suspension of toll in October 2016. The increasein traffic has led to congestion on DND Flyway as the ingress/ egress roads at both theDelhi and Noida end are not able to cope with the continuous throughput. Due to greaterthan normal growth in traffic there is accelerated wear and tear of the road surface andsome sections of both DND Flyway and Mayur Vihar Link Road will require repairs postmonsoon.

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

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2019 stood at Rs. 1861.95 million.During the year under review the Company has not issued shares or convertible securitiesor shares with differential voting rights nor has granted any stock options or sweatequity or warrants. As on March 31 2019 none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards

(Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafter referred toas "The Act") read with the Companies (Accounts) Rules 2014 as amended fromtime to time. The estimates and judgements relating to the Financial Statements are madeon a prudent basis so as to reflect in a true and fair manner the form and substance oftransactions and reasonably present the Company's state of affairs profits and cash flowsfor the year ended March 31 2019. The Notes to the Financial Statements adequately coverthe standalone and consolidated Audited Statements and form an integral part of thisReport.

SUBSIDIARY

The Company has one subsidiary ITNL Toll Management Services Limited("ITMSL"). The audited accounts of the subsidiary as well as the ConsolidatedFinancial Statements of the Company are prepared in accordance with relevant IndianAccounting Standards issued by the Institute of Chartered Accountants of India and formsan integral part of this Report. Pursuant to Section 129(3) of the Act read with Rule 5 ofthe Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of subsidiaries/ associate companies/joint ventures is given in FormAOC-1 which forms an integral part of this Report as Annexure 1.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") is provided in aseparate section and forms an integral part of this Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations a Report onCorporate Governance practices followed by the Company along with a certificate frompracticing Company Secretaries on compliance with the provisions of Corporate Governanceis annexed to this Report.

EXTRACT 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 Act is annexed as Annexure 6 which forms an integral part of thisReport.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Dilip Bhatia Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment for the consideration of the Members of the Company at theforthcoming Annual General Meeting. Brief profile of

Mr. Dilip Bhatia has been given in the Notice convening the Annual General Meeting.

During the year under review the Board of Directors vide its circular resolutions haveappointed Mr. Dilip Lalchand Bhatia and Mr. Manish Kumar Agarwal as additional Directorswith effect from December 4 2018 and Mr. Chandra Shekhar Rajan as Additional Directorwith effect from April 10 2019 to represent ITNL. In terms of Section 161 of the Act Mr.Dilip Lalchand Bhatia Mr. Manish Kumar Agarwal and Mr. Chandra Shekhar Rajan hold officeup to the date of ensuing Annual General Meeting. The Company has received requisitenotice in writing from a member proposing Mr. Dilip Lalchand Bhatia Mr. Manish KumarAgarwal and Mr. Chandra Shekhar Rajan's name for the office of Director. Accordingly theBoard recommends the resolution in relation to appointment of Mr. Dilip Lalchand BhatiaMr. Manish Kumar Agarwal and Mr. Chandra Shekhar Rajan as a Non-executive Director forthe approval by the Members of the Company. Brief profiles of Mr. Dilip Lalchand BhatiaMr. Manish Kumar Agarwal and Mr. Chandra Shekhar Rajan have been given in the Noticeconvening the Annual General Meeting.

Mr. Pradeep Puri and Mr. Karunakaran Ramchand - Non-Executive Directors had resignedfrom the office of Directorship of the Company with effect from August 10 2018 andOctober 29 2018 respectively. Your Directors place on record their sincere appreciationof the contribution made by them to the growth of the Company.

Ms. Namita Pradhan Mr. Deepak Premnarayen and Mr. Sanat Kaul - Independent Directorshad resigned from the Directorship of the Company with effect from September 5 2018October 5 2018 and December 5 2018 respectively. Your Directors place on record theirsincere appreciation of the contribution made by them to the growth of the Company.

The tenure of Mr R K Bhargava - Independent Director and Chairman of the Board ofDirectors of the Company came to an end on March 31 2019. Your Directors place on recordtheir sincere appreciation of the contribution made by him to the growth of the Company.

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

Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") the composition of Board of Directors of the listed entity shall havean optimum combinations of executive and non-executive directors with at least one womandirector. During the year under review all Independent Directors had left the Company andconstitution of Board of Directors of the Company was not in conformity with theprovisions of the Companies Act and

Listing Regulations. NCLT Mumbai Bench vide its Order dated April 26 2019 has grantedexemption to IL&FS and its Group Companies including NTBCL regarding appointment ofIndependent Directors and Women Directors. With this order provisions of the Act andListing Regulations are deemed to be complied with till the end of the moratorium periodi.e. next date of further order in this regard.

Since there is no Independent Director on the Board the declarations required underSection 149(6) of the Act and Regulation 16 (b) of the Listing Regulations are notapplicable. During the year under review the non-executive directors of the Company hadno pecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met eight times during the year under review. Thedetails of the Meetings of the Board held during the Financial Year 2018-19 forms part ofthe Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. Dhiraj Gera had resigned from the position of Company Secretary and ComplianceOfficer of the Company with effect from office closing hours on October 31 2018. TheBoard at its Meeting held on October 11 2018 had appointed Mr. Gagan Singhal as CompanySecretary and Compliance Officer of the Company with effect from November 01 2018 interms of the provisions of Section 203 of the Act read with Rules made there under andapplicable Listing Regulations.

The following are the Key Managerial Personnel of the Company:

1. Mr. Ajai Mathur: Managing Director

2. Mr. Rajiv Jain: Chief Financial Officer

3. Mr. Gagan Singhal: Company Secretary

COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Corporate

Governance requirements as prescribed by Listing Regulations the Company has devised aPolicy for performance evaluation of all the Independent Directors Board and Committeesof Directors 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 2018-19 has beenconducted. The Directors have expressed their satisfaction with the performance of each ofthe Directors Committees and the Board.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Being an Infrastructure Company provisions of Section 186 of the Act are notapplicable.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy to report genuineconcerns or grievances concerning instances of unethical behaviour 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.

NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policies are annexed as Annexure 2 and posted on the website of theCompany in the investor information section at www.ntbcl.com.

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 entered intoone "material"

Related Party Transaction during the year for which Resolution is placed for approvalof the shareholders at their ensuing Annual General Meeting. Accordingly the provisionsof Section 188 of the Act are attracted and disclosure in form AOC-2 is part of thisDirector's Report as Annexure-1A. There are no materially significant Related PartyTransactions 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 a Related Party Transaction framework. The policy on Related PartyTransactions has been uploaded in the Investor section of the Company's website atwww.ntbcl.com. All Related Party Transactions regardless of their size are placed beforethe Audit Committee and in case a Transaction needs approval as per the Policy it isrecommended to the Board by the Audit Committee. Omnibus approval was obtained on anAnnual Basis from the Audit Committee for transactions which are repetitive in nature. Astatement on all Related Party Transactions is placed before the Audit Committee and Boardfor review on a quarterly basis. Other than remuneration none of the Directors have anypecuniary relationship or transactions vis--vis the Company.

MATERIAL SUBSIDIARY

ITNL Toll Management Services Limited is a material subsidiary of the Company as perthe thresholds laid down under the Listing Regulations. The Board of Directors of theCompany has approved a Policy for determining material subsidiaries which is in line withthe Listing Regulations as amended from time to time. The Policy was adopted with effectfrom April 1 2019 in line with the amendments made to the Listing Regulations. The Policyhas been uploaded in the Investor section on the Company's website at www.ntbcl.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company had received aggregate demand of Rs. 1343.31 crores from the Income TaxDepartment for the Assessment Years 2007-08 to 2014-15. 95% of the total tax demand is onaccount of designated returns and revenue subsidy. The Company had deposited Rs. 23.55crores against the outstanding demand and also filed an appeal with the Commissioner ofIncome Tax (Appeals) Noida. Accordingly the Company filed an application for extensionon stay of demand with the Competent Authority in the Income Tax Department which wererejected by them. In this regard the Company has filed two separate writ petitions beforethe Hon'ble Delhi HC on March 22 2018 seeking extension of stay of demand for AY2007-08 2008-09 2012-13 and 2013-14 and for AY 2009-10 2010-11 2011-12 and 2014-15. OnApril 9 2018 the order was passed by the Hon'ble Delhi HC wherein stay was grantedagainst the order for Assessment

Year 2007-08 2008-09 2012-13 and 2013-14 till July 23 2018 and issued notice toIncome Tax Department to file counter affidavit. Further the Delhi HC directed the IncomeTax Department to dispose off the pending stay application for AYs 2009-10 2010-112011-12 and 2014-15. Additionally the Delhi HC also asked the Commissioner of Income Tax(Appeals) to pass the orders in pending appeals at an earliest.

The Company has received the order from CIT(A) on April 25 2018 and pursuant to theCIT (A) order the AO has also passed consequential orders in respect of AYs 2006-07 to2014-15 giving effect to the CIT (A)'s appellate orders and has enhanced the demand byRs.10893.30 Crores. The enhancement of the demand was primarily on account of Valuationof Land. The Company has filed an appeal along with the stay application with Income TaxAppellate Tribunal (ITAT). The matter was heard by ITAT on December 19 2018 January 22019 and February 6 2019 and based on NCLAT order dated October 15 2018 ITAT adjournedthe matter sine die with directions to maintain status quo. During November 2018 CIT (A)Noida has passed the penalty order for AY 2006-07 to 2014-15 and based on which AssessingOfficer Delhi has imposed a penalty amounting Rs.10893.30 Crores during December 2018. TheCompany has filed an appeal along with the stay application with Income Tax AppellateTribunal (ITAT). The matter was heard by ITAT on March 29 2019 and May 03 2019 ITAT hasadjourned the matter sine die with directions to maintain status quo.

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

The Company had challenged the HC Judgment before the Hon'ble Supreme Court of India("SC") by way of Special Leave Petition (SLP No. 33403 of 2016). The Hon'ble SChad on November 11 2016 passed an order in the aforesaid matter requesting theComptroller and Auditor General of India ("CAG") to assist the court in thematter by verifying the claim of the Company that the Total Cost of the Project has notbeen 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. OnAugust 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 ofProject had not been recovered by the Company. The CAG report also contained some otherobservations by the CAG which were outside the scope of its remit. The SC bench directedthat the CAG Report be kept in a sealed cover and need not be provided to the Respondentsin the case. The SC stated that the CAG report will continue to remain in a sealed cover.

The matter was heard by the SC on March 5 2019. The SC had issued a notice on theinterim application filed by NOIDA seeking to stay the ongoing arbitration proceedingsbetween the Company IL&FS and NOIDA during the pendency of the subject SLP before theSC. On the hearing on March 25 2019 the SC had directed that the InterlocutoryApplication (IA) filed by NOIDA in the NTBCL SLP be placed and taken up with the SLP Filedby NOIDA in relation to the Delhi HC Order and be heard together with the same. The IA hadtherefore been directed to be listed with the said SLP (Diary Number 10503 Of 2019). OnApril 12 2019 the SC heard the matter alongwith the IA No. 170774 of 2019 filed by NOIDAand stayed the proceedings in the arbitration and fixed the matter for final disposal. Thematter was subsequently listed and came up for hearing on 25th April 2019 howeverarguments were not heard on that date.

The Judgment of the Hon'ble HC of Allahabad had constituted a Change in Law as per theConcession Agreement which obligates NOIDA to modify or cause to modify the ConcessionAgreement so as to place the Company in substantially the same legal commercial andeconomic position as it was prior to such Change in Law. Accordingly the Company had senta proposal dated November 17 2016 under Section 6.3B(a) of the Concession Agreementnotifying 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 Companythen sent a Notice of Arbitration to NOIDA on February 14 2017 pursuant to Section 26.1of 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 ofthe foregoing the Company had filed a petition on July 20 2017 under Section 11(4) ofthe Arbitration and Conciliation Act 1996 ("A & C Act") in the Hon'ble HCof Delhi which heard the said petition on October 24 2017 and appointed Mr. Justice S.BSinha (Retd.) as the arbitrator on NOIDA's behalf. The Arbitral Panel comprising of MrJustice (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. Atthe preliminary hearing of the Arbitral Tribunal on December 2 2017 schedule of steps tobe followed upon had been agreed upon.

In compliance with the schedule NTBCL had submitted their

Statement of Claim aggregating to approximately Rs. 70000000000/- (Rupees SevenThousand Crores) excluding interest and costs. Separately IL&FS as the projectsponsor and party to the Concession Agreement had filed an impleadment application withthe Arbitral Tribunal along with a Statement of Claim. NOIDA had also filed acounterclaim Statement of Defence and an Application under Section 16 of the A & CAct raising jurisdictional objections before the Arbitral Tribunal. The Company andIL&FS have filed their reply to the application of NOIDA under Section 16 objecting tothe maintainability of the claims within the stipulated time. NOIDA too has filed itswritten submissions on May 18 2018 for arguments on application under Section 16 of the A& C Act. On May 19 2018 the Arbitral Tribunal heard the arguments of the legalcounsel of NOIDA and on June 2 2018 the Arbitral Tribunal heard the objections andarguments of the legal counsel of IL&FS. On September 12 2018 NOIDA had moved anapplication for the amendment of their counter claim which was opposed by the Company'sLegal Counsel. On September 20 2018 the Arbitrators stated that (a) amendment of thecounter claim filed by NOIDA be left open to be considered at the final hearing and theCompany has been given time to file its reply to the said counter claims on or beforeOctober 31 2018 (b) The next date of hearing is November 13 2018 for (i) settling thepoints for determination (ii) determining the order of production of witnesses andissuing such further directions as needed (c) March 5 2019 to March 9 2019 areappointed for recording evidence and (d) April 8 2019 to April 13 2019 and April 152019 are appointed for final hearing.

Due to the order of NCLAT dated October 15 2018 passed in the matter of IL&FS andits group Companies including NTBCL the arbitration proceedings by NOIDA against theCompany were kept in abeyance by the Arbitral Panel. NOIDA had also filed an Applicationfor Directions in the Hon'ble Supreme Court (SC) seeking a stay on the arbitralproceedings and the stay of the interim award dated August 10 2018 (rejecting NOIDA'sSection 16 application) passed by the Arbitral Tribunal. On account of the sad demise ofJustice (retd.) S. B. Sinha on March 19 2019 who was representing NOIDA the NOIDA hadnominated Justice (retd.) G. P. Mathur to replace late Justice (retd.) S.B. Sinha and theArbitration Tribunal had been reconstituted on April 25 2019. Due to reconstitution ofthe Tribunal the following revised schedule of hearing was decided by the ArbitrationTribunal

Date Purpose
Sept 4/5/6/7 2019 For recording Cross-Examination on the two witnesses
Oct 14 15 16 17 2019 Final hearing submissions for the two Claimants not exceeding 2 days each
Nov 4567 2019 Submissions for the Respondent followed by Rejoinder Submissions

However during the proceedings on 12.04.2019 in the matter of NTBCL v FONRWA &Ors. (SLP(C) No. 33403 of 2016) the Supreme Court has granted a stay on the arbitrationproceedings.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act:

(i) that in the preparation of the Annual Accounts for the year ended March 31 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS

(a) STATUTORY AUDITORS

Messrs N. M. Raiji & Co. Chartered Accountants (Firm Registration No. 108296W)were appointed as Statutory Auditors of the Company for a period of five consecutive yearsat the Twenty First Annual General Meeting (AGM) of the Members held on September 25 2017on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on September 25 2017. Pursuant to the amendments made toSection 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought.

There is no audit qualification reservation or adverse remark for the year underreview

(b) COST AUDITOR

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 2018-19.

(c) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and rules made thereunder theCompany has appointed Messrs GSK & Associates a firm of Company Secretaries inPractice (Registration No. P2014UP036000) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed as Annexure 4 and forms an integral partof this Report.

M/s GSK & Associates observed the followings:

The Company has not complied with the regulation 17 18 19 20 and 25 of SEBI (ListingObligation and Disclosure Requirements) 2015 along with section 149 177 and 178 of theCompanies Act 2013 in respect of composition of Board of Directors Audit CommitteeNomination and Remuneration Committee Stakeholder Relationship Committee due tonon-appointment of Independent Directors and Woman Director.

During the year under review all Independent Directors had left the Company andconstitution of Board of Directors of the Company was not in conformity with theprovisions of the Companies Act and Listing Regulations. NCLT Mumbai Bench vide its Orderdated April 26 2019 has granted exemption to IL&FS and its Group Companies includingNTBCL regarding appointment of Independent Directors and Women Directors. With thisorder provisions of the Act and Listing Regulations are deemed to be complied with tillthe end of the moratorium period i.e. next date of further order in this regard.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal audit is entrusted to Messrs Patel & Deodhar CharteredAccountants. The main thrust of internal audit is to test and review controls appraisalof risks and business processes besides benchmarking controls with best practices in theindustry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

REPORTING OF FRAUDS

There was no instance of fraud during the year under reivew which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

RISK MANAGEMENT

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.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act 2013 as on April 1 2018 the Company'sCorporate Social Responsibility (CSR) Committee consisted of three Directors including twoIndependent Directors. Pursuant to resignation of Independent Directors during the yearunder review CSR Committee was not existing as on March 31 2019. Since the provisions ofSection 135 of the Companies Act 2013 are not applicable on the Company. However NCLTMumbai Bench vide its order dated April 26 2019 has granted exemption to IL&FS andits Group Companies including NTBCL in respect of appointment of Independent Directorsand Woman Director. The CSR Policy of the Company may be accessed in the investorinformation section on the Company's website at www.ntbcl.com. An Annual Report on CSRActivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 is set out as Annexure 3 to this Report.

ENVIRONMENT HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. The saidpolicy has been uploaded on the internal portal of the Company for information of allemployees. An Internal Complaint Committee (ICC) has been set up in compliance with thesaid Act. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

OTHER STATUTORY DISCLOSURES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure 5 and forms an integral part of this Report.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the Equity Shares of the Company.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 73 of the Actread with the Companies (Acceptance of Deposits) Rules 2014 during the year underreview.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the ListingRegulations is not applicable to the Company for the year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There was no material change and commitment which materially affect the financialposition of the Company occurred between the financial year ended on March 31 2018 andthe 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 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.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

By order of the Board

For Noida Toll Bridge Company Limited

Chandra Shekhar Rajan

Chairman

DIN : 00126063

Date: May 24 2019

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