Dear Members,
Your Directors are pleased to present the Twenty-Seventh Annual Report on the business
and operations of the Company together with the Audited Financial Statements for the
financial year ended March 31, 2023 ("year under review").
CORPORATE OVERVIEW AND GENERAL INFORMATION
The Noida Toll Bridge Company Limited ("NTBCL/the Company") was promoted by
Infrastructure Leasing & Financial Services Limited, ("IL&FS") as a
special purpose vehicle for the implementation of the Delhi Noida Bridge Project on a
Build, Own, Operate and Transfer (BOOT) basis. The Concession Agreement (Concession)
executed between the Company, IL&FS and New Okhla Industrial Development
Authority ("NOIDA") in November 1997, has given the Company the right to levy
a User Fee. The Governments of Uttar Pradesh and National Capital Territory of Delhi have,
in January 1998, has also executed a Support Agreement in favour of the
Project/Concessionaire.
The Delhi Noida Bridge (commonly known as the DND Flyway or DND) was opened to traffic
in February, 2001 and is an eight lane, 7.5 km. facility across the Yamuna River,
connecting Noida to South Delhi. An additional 1.7 km. link connecting the DND Flyway to
Mayur Vihar was also commissioned in June, 2007 (Phase I)/January, 2008 (Phase II).
NTBCL is a public company with Equity Shares listed on the National Stock Exchange and
the Bombay Stock Exchange in India.
FINANCIAL SUMMARY AND HIGHLIGHTS
A summary of your Company's financial results for the Financial Year 2022-23 is as
under:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
Revenue from Operations |
2372.43 |
1613.68 |
2372.43 |
1613.68 |
Other Income |
309.40 |
108.91 |
310.41 |
109.51 |
Total Income |
2681.83 |
1722.59 |
2682.84 |
1723.19 |
Total Expenses including Depreciation and |
6209.34 |
5869.18 |
6195.74 |
5838.10 |
Finance Costs |
|
|
|
|
Profit/(Loss) Before Tax |
(3527.51) |
(4146.59) |
(3512.90) |
(4114.91) |
Tax Expense/(Income) |
- |
- |
0.35 |
- |
Profit/(Loss) After Tax |
(3527.51) |
(4146.59) |
(3513.25) |
(4114.91) |
The Standalone Gross Revenue from operations for FY 2022-23 was Rs. 2372.43 lakhs
(Previous Year: Rs. 1613.68 lakhs), registering an increase of 47.02%. This sharp increase
is attributable to a reduced income of previous year on account of Covid induced lockdown.
The Company has incurred a loss of Rs. 3527.51 lakhs against Rs. 4146.59 lakhs reported in
the Previous Year.
The Consolidated Gross Revenue from operations for FY 2022-23 was Rs. 2372.43 lakhs
(Previous Year: Rs. 1613.68 lakhs), registering an increase of 47.02%. The Consolidated
loss of the Company is Rs. 3513.25 lakhs (Previous Year: Rs. 4114.91 lakhs).
Hon'ble High Court of Allahabad had, vide its 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) has directed the Company to
stop collecting the user fee holding 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.
An appeal has been filed before Hon'ble Supreme Court of India seeking an Interim Stay
on the said Judgment.Based on legal opinion and the Board's reliance on the provisions of
the Concession agreement (relating to Compensation and other recourses), the Company is of
the view that the underlying value of the Intangible and other assets are not impaired.
The Company continues to maintain the Project Assets.
Pursuant to the suspension of user fee the primary source of income is the income
generated through lease of advertising space. Company as a prudent business practice
outsources its advertisement inventory on a turnkey basis. Company on a continuous basis
keeps on looking for ways and means to augment its revenue base.
Under the supervision of the new Board, a comprehensive review of the existing
advertisement contract has been undertaken. Post the review and market survey a new tender
for advertisement contact has been floated and awarded by the Company in Feb-23. Directors
are pleased to advise that the new contract has been awarded at a significant premium
compared to the previous contract. Once all the necessary approvals in the matter will be
in place, the income of Company will increase accordingly.
Pursuant to the proceedings filed by the Union of India under Sections 241 and 242 of
the Companies Act, 2013, the National Company Law Tribunal, Mumbai Bench
("NCLT"), by way of an Order dated October 1, 2018, suspended the erstwhile
Board of Directors of Infrastructure Leasing & Financial Services Limited
("IL&FS") and re-constituted the same with persons proposed by the Union of
India (such reconstituted
Board, referred to as the "New Board"). The National Company Law Appellate
Tribunal, New Delhi (the "NCLAT") has passed an Order of moratorium on October
15, 2018 in respect of actions (as set out therein) that cannot be taken against IL&FS
and its Group Companies including NTBCL, which includes, amongst others, institution or
continuation of 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 or Arbitration Authority and any action by any party or person or bank or company,
etc. to foreclose, recover or enforce any security interest created the assets of
IL&FS and its Group Companies. Moreover, NCLT, Mumbai Bench vide its Order dated April
26, 2019 has also granted exemption to IL&FS and its Group Companies NTBCL, regarding
appointment of Independent Directors and Women Directors. Further, the Hon'ble NCLAT vide
its Order dated March 12, 2020 has approved the revised Resolution Framework submitted by
New Board alongwith its amendments. In the said Order, Hon'ble NCLAT has also approved
October 15, 2018 as the Cut-off date for initiation for Resolution Process of IL&FS
and its Group Companies. Accordingly, the Company has not accrued any interest on all its
loans and borrowings with effect from October 15, 2018 ("Cut-off date").
DIVIDEND
Due to accumulated losses of the Company from the previous years, your Directors
express their inability to recommend any dividend for the year on Equity Share. As your
Company has been defaulting in servicing its debt obligations including payment of monthly
interest for the period from May, 2018 to March, 2023. A Resolution Process is being
implemented for IL&FS and its Group Companies including NTBCL in proceedings pending
before the Hon'ble National Company Law Tribunal, Mumbai Bench and the Hon'ble National
Company Law Appellate Tribunal under Sections 241-242 of the Companies Act, 2013, the new
Board is in the process of finalising a comprehensive approach to manage the current
situation.
Your Company is unable to pay dividend to equity shareholders until the satisfaction of
all its dues. Considering the magnitude of loss incurred in the financial year, the Board
does not recommend any dividend for the year ended March 31, 2023.
RESERVES
During the year under review, the Company has incurred a net loss of Rs. 35.28 Crores.
As a result, the Company has not transferred any amount to the General Reserve for the
Financial Year ended March 31, 2023.
DEBT REPAYMENT
In terms of an affidavit filed by the Ministry of Corporate Affairs with the Hon'ble
National Company Law Appellate Tribunal (NCLAT) on May 21, 2019, the cut-off date of
October 15, 2018 ("Cut-off date") was proposed. The Hon'ble NCLAT, vide its
Order dated March 12, 2020, has approved the revised Resolution Framework submitted by the
New Board, along with its amendments. In the said Order, the Hon'ble NCLAT has also
approved October 15, 2018, as the Cut Off date for initiation of resolution process for
IL&FS and its group companies, including the Company. Accordingly, the Company has not
accrued any interest on all its loans and borrowings with effect from October 15, 2018
("Cut-off date").
The Company has not made payment of monthly interest and quarterly repayment with
regard to the Secured Term Loan ("Facility") from ICICI Bank Limited for the
period May, 2018 to March 31, 2023, (the cut-off date for moratorium is w.e.f. October,
15, 2018). The total outstanding amount upto March 31, 2023, is Rs. 47.40 crores, i.e. Rs.
45.00 crores on account of principal and Rs. 2.40 crores on account of interest accrued
upto October 15, 2018 ("Cut-off date") (Previous Year outstanding is Rs. 47.40
crores, i.e Rs. 45.00 crores on account of principal and Rs. 2.40 crores on account of
interest accrued upto October 15, 2018, "Cut-off date) The total unsecured short term
loan from IL&FS Transportation Networks Limited as on March 31, 2023, stood at Rs.
19.30 crores, including interest of Rs. 1.50 crores. The Company has provided the said
interest upto October 15, 2018 (Cut-Off date") (Previous Year outstanding is Rs.
19.30 crores, including Rs 1.50 crores on account of interest accrued upto October 15,
2018, "Cut-off date).
It may be noted that as on August 21, 2023, ICICI Bank, the secured creditor to the
Company has filed an application with National Company Law Appellate Tribunal
("NCLAT") where they have sought permission to appropriate the Fixed Deposits
and Current Account balances of the Company available with its other Bank.
OPERATIONS
Hon'ble High Court of Allahabad had, vide its 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) has directed the Company to
stop collecting the user fee holding 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.
Taking cognizance of financial crisis in IL&FS, Union of India has filed petition
against IL&FS limited u/s 241 and 242 of the Companies Act, 2013 on October 01, 2018
to suspend existing Board of Directors and appoint its nominees as directors of IL&FS
Limited to manage the affairs of the IL&FS Limited and its Group Companies. NCLT vide
its Order dated October 31, 2018 has directed the Union of India to implead all Group
Companies as party respondent in the matter. Accordingly the Company, being Group Entity
of the IL&FS has become party to the matter.
Pursuant to NCLAT Order dated February 04, 2019, IL&FS has segregated the Group
Entities into Green/Amber/Red Category. The Company has been classified as Red Entity
(i.e. entity which can't meet their payment obligations even towards senior secured
financial creditors) based on 12 months cash flow.
Presently, the 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 and
Licence fee for use of space near DND for mobile towers.
SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2023 stood at Rs. 186,19,50,020
divided into 18,61,95,002 of Rs. 10/-each. There was no change in the paid-up share
capital during the year under review.
During the year under review, the Company has neither issued shares or convertible
securities or shares with differential voting rights nor granted any stock options or
sweat equity or warrants.
As on March 31, 2023, none of the Directors of the Company hold instruments convertible
into Equity Shares of the Company.
There is no instance where the Company failed to implement any corporate action within
the specified time limit.
FINANCIAL STATEMENT
Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of
Corporate Affairs in the preparation of its Financial Statements. Your Company has
consistently applied applicable Accounting policies during the year under review.
Management evaluates all recently issued or revised accounting standards on an ongoing
basis. The Company discloses consolidated and standalone financial results on a quarterly
basis which are subjected to limited review and publishes Consolidated and Standalone
Audited Financial Results on an annual basis. There were no revisions made to the
Financial Statements during the year under review. The Consolidated Financial Statements
of the Company are prepared in accordance with the applicable Indian Accounting Standards
issued by the Institute of Chartered Accountants of India and forms an integral part of
this Report.
Pursuant to Section 129(3) of the Companies Act ("Act") read with Rule 5 of
the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form
AOC-1 and forms an integral part of this Report as Annexure-I.
RELATED PARTY TRANSACTIONS
A significant quantum of related party transactions undertaken by the Company are with
its subsidiary Company engaged in providing Operation and Maintenance Facility at DND
Flyway. All transactions entered with Related Parties during the year under review were on
an arm's length basis and in the ordinary course of business. The Company has entered into
one Material Related Party Transaction during the year under review for which required
Resolution has placed for approval of the shareholders at their Annual General Meeting.
Accordingly, the provisions of Section 188 of the Act are attracted and disclosure in form
AOC-2 in terms of Section 134 of the Act is part of this as Annexure-II. Further, there
were no Material Related Party Transaction during the year under review with the
Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with
the interest of the Company at large. All Related Party Transactions are mentioned in the
notes to financial statements forming part of the Annual Report.
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. None of the Directors have any pecuniary relationship or
transactions vis-? -vis the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Your Company is into the business of providing Infrastructure Facilities. Accordingly,
the provisions of Section 186 pertaining to providing Loan or Guarantee to other corporate
are exempted. All information regarding Loans, Guarantees and Investments are mentioned in
the notes to Financial Statements for FY 2022-23 which are self-explanatory.
PERFORMANCE OF SUBSIDIARY COMPANY
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the
Companies Accounts) Rules, 2014, a statement containing salient features of financial
statements of Subsidiary Company in Form AOC-1 is attached to the Financial Statements as
Annexure-I. The separate Audited Financial Statements in respect of each of the said
Subsidiary Company shall be kept open for inspection at the Registered Office of the
Company. The Company will also make available these documents upon request by any Member
of the Company interested in obtaining the same. The separate Audited Financial Statements
in respect of the subsidiary are also available on the website of the Company at
www.ntbcl.com.
SUBSIDIARY ENTITY
ITMSL Toll Management Services Limited
MATERIAL SUBSIDIARY
ITNL Toll Management Services Limited is a material subsidiary of the Company as per
the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "Listing Regulations") for FY
2022-23.
The Board of Directors of the Company has approved a Policy for determining material
subsidiaries which is in line with the Listing Regulations as amended from time to time.
The Policy has been uploaded on the Company's website and can be accessed at www.ntbcl.com
DIRECTORS
In accordance with the provisions of Section 152 of the Act and the Company's Articles
of Association, Mr. Manish Kumar Agarwal, Director of the Company retires by rotation at
the forthcoming Annual General Meeting ("AGM") and, being eligible offers
himself for re-appointment. The Board recommends the proposal of his re-appointment for
the consideration of the Members of the Company at the forthcoming AGM and the same has
been mentioned in the Notice convening the AGM. A brief profile of Mr. Manish Kumar
Agarwal has also been provided therein.
During the year under review, the Board of Directors on recommendation of the
Nomination and Remuneration Committee appointed/re-designated Mr. Dheeraj Kumar as
Executive Director on the Board of Directors of the Company in accordance with Section 161
of the Act, with effect from December 5, 2022, with the approval of shareholders at their
Meeting through postal ballot.
Brief profile of Mr. Dheeraj Kumar has been given in the profile section of Director in
the Annual Report.
Mr. Chandra Shekhar Rajan, Nominee Director of the Company, had resigned from the
office of Directorship of the Company with effect from October 2, 2022 due to his personal
reasons and work constraints. Your Directors place on record their 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 Directors
as specified under Section 164 of the Act.
None of the Directors of the Company are inter-se related to each other.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "Listing
Regulations"), the composition of Board of Directors of the listed entity shall have
an optimum combinations of Executive and Non-executive Directors with at least one Woman
Director. Presently, the constitution of Board of Directors of the Company was not in
conformity with the provisions of the Companies Act and Listing Regulations. However,
National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated April 26, 2019 has
granted exemption to IL&FS and its Group Companies including NTBCL, regarding
appointment of Independent Directors and Women Directors. With this Order, provisions of
the Act and Listing Regulations are deemed to be complied with in respect of appointment
of Independent Directors and Women Directors till the end of the moratorium period i.e.
next date of further order in this regard.
Since, there is no Independent Director on the Board, the declarations required under
Section 149(6) of the Act, and Regulation 16(b) of the Listing Regulations are not
applicable. 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.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 203 of the Companies Act, 2013, Mr. Dheeraj
Kumar, Executive Director, Mr. Rajiv Jain, Chief Financial Officer and Mr. Gagan Singhal,
Company Secretary are the Key Managerial Personnel of the Company. During the year under
review, the Board of Directors, on recommendation of the Nomination and Remuneration
Committee, appointed/re-designated Mr. Rajiv Jain as Chief Financial Officer, Mr. Dheeraj
Kumar as Executive Director on the Board of Directors of the Company, with effect from
December 5, 2022, with the approval of shareholders at their
Meeting through postal ballot. Mr. Amit Agrawal ceased to be Chief Financial Officer
w.e.f. December 5, 2022.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirms that:
(i) in the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
(ii) the Directors had 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 as at March 31, 2023 and of the loss of
the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE BOARD AND ITS COMMITTEES Board Meetings
During the year under review, the Board of Directors of the Company met 6 (six) times
i.e. May 30, 2022, August 10, 2022, November 14, 2022, December 5, 2022, February 9, 2023
and February 14, 2023. The attendance, along with such other details as required, of each
of the Directors is mentioned in the Corporate Governance Report section of this Annual
Report.
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings.
The details of the number of Meetings of the Board held during the Financial Year
2022-23 and the attendance of Directors forms part of the Report on Corporate Governance.
During the year under review, the Board accepted all recommendations made to it by its
various Committees.
Committee Meetings
The Board of Directors has the following Committees as on March 31, 2023:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees of the Board along with their composition, number of
Meetings and attendance at the Meetings are provided in the Corporate Governance Report
forming part of this Annual Report.
BOARD EVALUATION
The purpose and intent of Board evaluation is in essence linked to extension or
continuation of the term of appointment of the Directors appointed by the Members of the
Company, based on the process of evaluation carried out by the Independent Directors and
the Board.
You are aware that on October 1, 2018, Union of India ("UOI") (acting through
the Ministry of Corporate Affairs) had filed a petition with Hon'ble NCLT seeking
immediate suspension of the Board of Directors of IL&FS and appointment of a new Board
of Directors, amongst others, on the grounds of mismanagement and compromise in corporate
governance norms and risk management by the erstwhile Board of the Company and that the
affairs of the Company being conducted in a manner prejudicial to the public interest.
Pursuant to the above developments, the New Board of IL&FS also initiated
reconstitution of the Board of Directors of the Group Companies including NTBCL.
The requirement of appointing Independent Directors has been dispensed by NCLT Order
dated April 26, 2019 for IL&FS and the Group Companies including NTBCL. In the absence
of Independent Directors, th e process of Board evaluation would anyway be redundant due
to non-applicability of relevant provisions of the Companies Act, 2013 and SEBI (LODR)
Regulation, 2015. In view thereof, the Board has not followed the process of performance
evaluation of the Board, Committees and the Directors during the FY 2022-23. However, an
application has been made to MCA with a view to seek appropriate dispensation from the
NCLT seeking exemption from the applicability of the provisions of Section 178 (2) and
Schedule IV (VII & VIII) of the Companies Act, 2013 and the SEBI (LODR) Regulation,
2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under Regulation 34 read with Schedule V of the Listing Regulations is provided
in a separate 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 on
Corporate Governance practices followed by the Company, along with a certificate from
practicing Company Secretaries on compliance with the provisions of Corporate Governance
is annexed to this Report. Further, the declaration signed by the Director affirming the
compliance with Code of Conduct for Board of Directors and Senior Management Personnel is
also enclosed to the Report on Corporate Governance.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies
(Management and Administration) Rules, 2014 the draft Annual Return of the Company in Form
MGT-7 for FY 2022-23 has been placed on the Company's website and can be accessed at
www.ntbcl.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Income Tax Matters
On September 20, 2021, the Company has received an assessment order from the Income Tax
Department u/s 143(3) read with section 144B of the Income Tax Act, 1961 for Assessment
Year 2018-19, wherein a demand of Rs. 46.23 crores has been raised, primarily on account
of valuation of land, by treating land as a revenue subsidy.
The Company, on September 30, 2021, requested the Assessing Officer to keep the penalty
proceedings in abeyance and filed an appeal on October 19, 2021, with the Commissioner of
Income Tax (Appeals), National Faceless Appeal Centre (NFAC), against the aforesaid
assessment order.
During December, 2019 the Company has received the assessment order from Income Tax
Department u/s 143(3) of the Income Tax Act, 1961, for the Assessment Year 2016-17 and
2017-18, wherein a demand of Rs. 357.00 crores and Rs 383.48 crores respectively has been
raised, based on the historical dispute with the Tax Department, which is primarily on
account of addition of arrears of designated returns to be recovered in future, valuation
of land and other recoveries. The Company has filed an appeal with the first level
Appellate Authority. With the transition to Faceless Appeals, as introduced vide Faceless
Appeal Scheme, 2020, both the appeals have been transferred to the NFAC.
The Company has also received a Show Cause Notice, dated May 15, 2021, u/s 270A from
the NFAC for the AY 2016-17 and AY 2017-18. However, the Company has requested that the
penalty proceedings be kept in abeyance as the appeals on merits are currently pending
before the Commissioner of Income Tax (Appeals).
The Income Tax Department has, in earlier years, raised a demand of Rs.1,340.03 crores,
which was primarily on account of addition of arrears of designated returns to be
recovered in future from toll and revenue subsidy on account of allotment of land.
Pursuant upon the receipt of order from CIT(A) on April 25, 2018, the Company has received
the notice of demand from the Assessing Officer, Income Tax Department, New Delhi in
respect of Assessment Years 2006-07 to 2014-15, giving effect to the said order from CIT
(A), whereby an additional tax demand of Rs. 10,893.30 crores was raised. The enhancement
of the demand was primarily on account of valuation of land. The Company has filed an
appeal along with the stay application with Income Tax Appellate Tribunal (ITAT). The
matter was heard by ITAT on December 19, 2018, January 2, 2019 and February 6, 2019 and
based on the NCLAT order dated October 15, 2018, ITAT adjourned the matter sine die with
directions to maintain status quo.
Further, in November, 2018, the CIT (A), Noida, passed a penalty order for Assessment
Years 2006-07 to 2014-15, based on which the Assessing Officer Delhi, imposed a penalty
amounting to Rs. 10,893.30 crores in December, 2018. The Company filed an appeal, along
with a stay application with the Income Tax Appellate Tribunal (ITAT). The matter was
heard by the ITAT on March 29, 2019 and May 3, 2019. ITAT has adjourned the matter sine
die, with directions to maintain status quo.
On April 21, 2022, the Company has filed an application for early hearing of the
appeals pending before Hon'ble ITAT, in respect of Assessment Years 2006-07 to 2014-15.
Subsequently, the matter was listed for hearing on May 6, 2022, July 21, 2022, October 20,
2022, January 25, 2023 and March 25, 2023.
The Company on June 5, 2023 requested the Hon'ble ITAT for two clear dates to argue the
matter and requested for no coercive action till the next date of hearing i.e. July 26,
2023. Accordingly, the matter was heard, argued and counter argued on July 26, 2023,
August 1, 2023 and was concluded on August 2, 2023. Consequently, vide its Order dated
August 8, 2023, the Hon'ble ITAT has pronounced its judgment for Assessment Years 2006-07
to 2011-12, wherein the appeals of the Revenue were dismissed and appeal of Company was
allowed. As a result of this, appoximately 72% of the total Demand of Rs. 23,127/- crores
has been addressed by means of the ITAT Order dated August 8, 2023. For pending appeals
pertaining to Assessment Years 2012-13 to 2014-15, the next date of hearing has been fixed
as October 11, 2023.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
SLP before Supreme Court
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 maintain the Project
Assets to the extent permitted by the available resources.
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 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. 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 SC Bench directed that the CAG Report be kept in a sealed cover
and need not be provided to the Respondents in the case. The SC stated that the CAG report
would continue to remain in a sealed cover.
The matter came up for hearing and/or was heard by the SC on March 5, 2019, March 25,
2019, April 25, 2019 and on 05.10.2020, on which date it was posted for final disposal on
18.11.2020, and it was directed that the counsel for the parties may file written
submission if any. The matter was taken up for hearing on 18.11.2020, on which date it was
posted for 3rd week of January, 2021. Subsequently, the matter was listed on
20.01.2021, on that day the court directed that it would be listed for hearing on
16.03.2021. However, the matter was not taken up for hearing on that date. Subsequently,
the matter was listed on 15.04.2021, however, on account of paucity of time the matter
couldn't be taken up by the Hon'ble Court. Further the Company has filed a letter of
urgency/ Mentioning on July 8, 2021, Senior Counsel Mr. Siddharth Bhatnagar appeared
before the mentioning Bench on July 26, 2021 and the Hon'ble Supreme Court has agreed to
list the matter on August 10, 2021 with the directions that the referred matter should not
be deleted from the Cause list. On 08.09.2021, the matter was posted to 26.10.2021,
however it was not taken up by the court on that date due to paucity of time.
The SLP No. 33403/2016 was thereafter listed for hearing on 09.11.2021, 19.01.2022,
29.03.2022, 10.05.2022, 23.08.2022, 18.10.2022, 02.11.2022 and 10.01.2023, but hearing
could not take place.
Subsequently, the matter was heard on July 27, 2023 and has been fixed for September 5,
2023. In the meanwhile, the Hon'ble Supreme Court has requested the Learned Additional
Solicitor General of India to examine the report submitted by the CAG and assist the
Hon'ble Supreme Court on the said fixed date.
Arbitration Matters - New Okhla Industrial Development Authority
The Judgment of the Hon'ble HC of Allahabad had constituted a Change in Law as per the
Concession Agreement, which obligates 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, 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. 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. On May 19, 2018, the Arbitral
Tribunal heard the arguments of the legal counsel of NOIDA and on June 2, 2018 the
Arbitral Tribunal heard the objections and arguments of the legal counsel of IL&FS. On
September 12, 2018, NOIDA had moved an application for the amendment of their counter
claim which was opposed by the Company's Legal Counsel. On September 20, 2018 the
Arbitrators stated that (a) amendment of the counter claim filed by NOIDA be left open to
be considered at the final hearing and the Company has been given time to file its reply
to the said counter claims on or before October 31, 2018, (b) The next date of hearing is
November 13, 2018 for (i) settling the points for determination, (ii) determining the
order of production of witnesses and issuing such further directions as needed, (c) March
5, 2019 to March 9, 2019 are appointed for recording evidence and (d) April 8, 2019 to
April 13, 2019 and April 15, 2019 are appointed for final hearing.
Due to the Order of NCLAT dated October 15, 2018, passed in the matter of IL&FS and
its Group Companies including NTBCL, the arbitration proceedings by NOIDA against the
Company were kept in abeyance by the Arbitral Panel. NOIDA had also filed an Application
for Directions in the Hon'ble Supreme Court (SC) seeking a stay on the arbitral
proceedings and the stay of the interim award dated August 10, 2018 (rejecting NOIDA's
Section 16 application) passed by the Arbitral Tribunal.
The matter was heard by the SC on March 5, 2019. The SC had issued a notice on the
interim application filed by NOIDA seeking to stay the ongoing arbitration proceedings
between the Company, IL&FS and NOIDA during the pendency of the subject SLP before the
SC. On the hearing on March 25, 2019, the SC had directed that the Interlocutory
Application (IA) filed by NOIDA in the NTBCL's SLP be placed and taken up with the SLP
Filed by NOIDA in relation to the Delhi HC Order and be heard together with the same. The
IA had therefore been directed to be listed with the said SLP (Diary Number 10503 of
2019). On April 12, 2019 the SC heard the matter along with the IA No. 170774 of 2019
filed by NOIDA and stayed the proceedings in the arbitration and fixed the matter for
final disposal.
Subsequently, on 31.01.2020, an interim application seeking vacation of stay, being
I.A. No. 19850/2020, was filed on behalf of NTBCL before the Hon'ble Supreme Court of
India, and was also mentioned on 16.03.2020 before the Learned Registrar (Mentioning),
however, in view of the outbreak of COVID-19 (Corona Virus), only matters of grave urgency
were being listed before the Hon'ble Court.
Further the Company has filed a letter of urgency/ Mentioning on July 8, 2021 seeking
vacation of Interim Stay granted by Order dated 12.04.2019 being I.A 77337/2021 wherein it
was outline that the bridge which has been in operation for 21 years and is in dire need
for essential major maintenance for relaying its surface and associated civil works,
approximate estimated cost of Rs. 100.25 crores. Accordingly, Senior Counsel Mr.
Siddharth Bhatnagar appeared before the mentioning Bench on July 26, 2021 and the
Hon'ble Supreme Court has agreed to list the matter on August 10, 2021 with the directions
that the referred matter should not be deleted from the Cause list. On 08.09.2021, the
matter was posted to 26.10.2021, however it was not taken up by the court on that date due
to paucity of time.
On 28.10.2021, the SLP No. 33403/2016 alongwith the I.A. No. 77337/2021 was mentioned
to be heard urgently, and the full matter be also heard expeditiously. The Hon'ble Court
indicated that it will take up the matter post-Diwali vacations, and since the matter was
tentatively showing as being listed on 09.11.2021, the Hon'ble Court directed that it will
not be deleted from the list of matters for 09.11.2021.
Reconstitution/Change in Arbitral Panel:
On account of the sad demise of Justice (Retd.) S. B. Sinha on March 19, 2019, the
NOIDA had nominated Justice (Retd.) G. P. Mathur to replace late Justice (Retd.) S.B.
Sinha and the Arbitration Tribunal had been re-constituted on April 25, 2019. Due to
reconstitution of the Tribunal the following revised schedule of hearing was decided by
the Arbitration Tribunal:
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 4/5/6/7, 2019 |
Submissions for the Respondent followed by Rejoinder Submissions |
On August 24, 2021, the Company was informed through email from Justice Mr. R C Lahoti
(Retd), the presiding arbitrator in the arbitration, whereby he has withdrawn himself from
the office of the presiding arbitrator w.e.f. August 23, 2021.
Arbitration Matter - M/s NAKS Creators and M/s Anant Solutions
The Company has terminated the contract with its erstwhile Licensee M/s Naks Creators
as per terms of the License agreements. Subsequently, Company has awarded the Contract for
Lease of Advertisement space to another Company at a much higher price. Pursuant to the
termination of Contract, M/s Naks Creators have filed and application in Hon'ble Delhi
High Court, who in turn have directed for settlement of matter by means of Arbitration, a
method prescribed under the Contract. On April 12, 2023 hearing have been completed and
both parties have submitted their claims and counter claims.
The Ld. Arbitral Tribunal vide order dated 03.03.2023 had: (a) dismissed the Claimant's
prayer seeking an injunction on the termination of the License Agreements; and (b)
directed NTBCL to submit a fixed deposit of INR 5 crores with the Arbitral Tribunal as
security in the event an adverse award was passed against NTBCL.
On a limited appeal filed by NTBCL against the direction to make a deposit, the Hon'ble
Delhi High Court vide order dated April 12, 2023 (Arb. A (COMM) 8 of 2023) granted an
interim stay in favour of NTBCL. The next date of hearing is October 16, 2023.
Another application filed by Claimants under Section 17 of the Arbitration Act seeking
stay on encashment of Bank Guarantee dated 1.06.2018 was dismissed as withdrawn vide order
dated April 19, 2023, since the Ld. Arbitral Tribunal was not inclined to stay the said
encashment.
Other applications filed/proceedings initiated by Company before Hon'ble Supreme Court qua
the Arbitration Proceedings and/or seeking interim operational reliefs
On October 4, 2021 the Company filed an I.A. No. 129188 of 2021 seeking direction for
status quo to be maintained with respect to display of outdoor advertisement along the DND
Flyway and preclude them for taking coercive action to remove/ adversely affect the
advertisement. On 28.10.2021, the SLP No. 33403/2016 along with the I.A. No. 129188/2021
(against illegal action of NOIDA on demounting of display) was mentioned to be heard
urgently, and the full matter be also heard expeditiously. The Hon'ble Court indicated
that it will take up the matter post-Diwali vacations, and since the matter was
tentatively showing as being listed on 09.11.2021, the Hon'ble Court directed that it will
not be deleted from the list of matters for 09.11.2021.
Subsequently, on 19.01.2022, I.A. No. 129188/2021 was disposed off by the Hon'ble Court
with the direction that the applicant/ NTBCL shall be permitted to put up outdoor
advertisements on payment of Rs. 125/- per square feet per month in advance subject to the
outcome of the SLP.
Resolution process of IL&FS and its Group Companies
Pursuant to the proceedings filed by the Union of India under Sections 241 and 242 of
the Companies Act, 2013, the National Company Law Tribunal, Mumbai Bench
("NCLT"), by way of an Order dated October 1, 2018, suspended the erstwhile
Board of Directors of Infrastructure Leasing & Financial Services Limited
("IL&FS") and re-constituted the same with persons proposed by the Union of
India (such reconstituted Board, referred to as the "New Board"). The National
Company Law Appellate Tribunal ("NCLAT") by way of its order on October 15, 2018
("Interim Order") in the Company Appeal (AT) 346 of 2018, after taking into
consideration the nature of the case, larger public interest and economy of the nation and
interest of IL&FS and its group companies (including NTBCL) has stayed certain
coercive and precipitate actions against IL&FS and its group companies including
NTBCL. IL&FS and its group companies are currently undergoing resolution process under
the aegis of the NCLAT and NCLT which will impact the going concern status of the Company.
Moreover, NCLT, Mumbai Bench vide its Order dated April 26, 2019 has also granted
exemption to IL&FS and its Group Companies including NTBCL, regarding appointment of
Independent Directors and Women Directors. Further, the Hon'ble NCLAT vide its Order dated
March 12, 2020 has approved the revised Resolution Framework submitted by New Board
alongwith its amendments. In the said Order, Hon'ble NCLAT has also approved October 15,
2018 as the Cut-off date for initiation for Resolution Process of IL&FS and its Group
Companies. Accordingly, the Company has not accrued any interest on all its loans and
borrowings with effect from October 15, 2018 ("Cut-off date").
AUDITORS AND REPORT OF THE AUDITORS
(a) Statutory Auditors
Messrs N. M. Raiji & Co., Chartered Accountants (ICAI FRN 108296W) were appointed
as Statutory Auditors of the Company for a period of five consecutive years at the Annual
General Meeting ("AGM") of the Members of the Company held on September 30, 2022
to hold office from the conclusion of the 26th AGM of the Company till the
conclusion of the 31st AGM at a remuneration mutually agreed upon by the Board
of Directors and the Statutory Auditors.
The Statutory Auditors' Report forms part of the Annual Report. The Statutory Auditor's
report does not contain any qualification, reservation or adverse remark for the year
under review. However, the Auditors contains a matter of emphasis as detailed in the
Independent Auditor's Report. There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit Committee and / or Board
under Section 143(12) of Act and Rules framed thereunder. The Statutory Auditors were
present in the last AGM.
(b) Cost Auditor
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 2022-23.
(c) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the
Company had appointed M/s Kumar Wadhwa & Co., Company Secretaries (C. P. No. 7027) to
undertake the Secretarial Audit of the Company and its Material Subsidiary for the FY
2022-23. The Secretarial Audit Report is annexed as Annexure-V and forms an integral part
of this Report. The Secretarial Auditor has not expressed any qualification in their
Secretarial Audit Report for the year under review. The Secretarial Audit Report of
Material Subsidiary of the Company is annexed as Annexure VA.
Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No.
CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of
the Company is uploaded on the website of the Company at https://www.ntbcl.com. The
Secretarial Audit Report and Secretarial Compliance Report for FY 2022-23, do not contain
any qualification, reservation, or adverse remark.
The Board of Directors at their meeting held on February 14, 2023 has appointed M/s
Kumar Wadhwa & Co., Company Secretaries, (ICSI unique code-P2014DE036600) as the
Secretarial Auditor for FY 2022-23.
M/s Kumar Wadhwa & Co. observed the followings: The Company has not complied with
the regulation 17, 18, 19, 20 and 25 of SEBI (Listing Obligation and Disclosure
Requirements) 2015, along with section 149, 177 and 178 of the Companies Act, 2013, in
respect of composition of Board of Directors, Audit Committee,
Nomination and Remuneration Committee, Stakeholder Relationship Committee due to
non-appointment of Independent Directors and Woman Director.
The constitution of Board of Directors of the Company was not in conformity with the
provisions of the Companies Act and Listing Regulations. NCLT, Mumbai Bench vide its Order
dated April 26, 2019 has granted exemption to IL&FS and its Group Companies including
NTBCL, regarding appointment of Independent Directors and Women Directors. With this
order, provisions of the Act and Listing Regulations are deemed to be complied with till
the end of the moratorium period i.e. next date of further order in this regard.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an effective internal control which is constantly assessed and areas of
improvement are identified and gaps filled. The Company's internal control system is
commensurate with its size, scale and complexities of its operations. The internal audit
for the year under review was entrusted to M/s Thakur Vaidyanath Aiyer & Co.,
Chartered Accountants.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Audit Committee of the Board of Directors, Statutory Auditors and the Business
Heads are periodically apprised of the Internal Audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence, 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 review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances and to
provide adequate safeguards against victimization of persons who may use such mechanism.
The Whistle Blower Policy provides details for direct access to the Chairman of the Audit
Committee. The policy has been posted 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.
MANAGERIAL REMUNERATION POLICY
In terms of the provisions of Section 178 of the Companies Act, 2013 read with Rules
made thereunder and Regulation 19 of Listing Regulations, the Board of Directors of the
Company had framed Managerial Remuneration Policy which includes the criteria for
determining qualifications, positive attributes, independence of directors and other
matters as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19
read with Part D of Schedule II of Listing Regulations. The policy is available on the
website of the Company at www.ntbcl.com.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of the Companies Act 2013 read with Rules made
thereunder, the Company was not required to make any CSR contribution for the Financial
Year 2022-23.
The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014
along with the brief outline of the CSR policy is annexed as Annexure IV' and forms
an integral part of this Report. The Policy has been uploaded on Company's website at
www.ntbcl.com.
ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has
formulated and implemented a policy on prevention, prohibition and redressal of complaints
related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its
employees and associates. All women employees either permanent, temporary or contractual
are covered under this policy. The said policy has been circulated to all employees of the
Company for their information. An Internal Complaint Committee (ICC) has been set up in
compliance with the POSH Act. During the year under review, there were no cases were
reported to the Board under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company considers its employees the most valuable resource and ensures the
strategic alignment of HR practices to business priorities and objectives. The Company
strongly believes in fostering a culture of trust and mutual respect amongst its employees
and seeks to ensure that values and ethos are understood by everyone and are the reference
point in all people matters.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the Listing
Regulations is not applicable to the Company for the year under review.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
A detailed disclosure with regard to the IEPF-related activities undertaken by your
Company during the year under review forms part of the Report on Corporate Governance.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company does not own any manufacturing facility, there is nothing to report
under the Energy Conservation and Technology Absorption particulars pursuant to Section
134(3)(m) of the Act, read with the Rules 8(3) of the Companies (Accounts) Rules, 2014.
The Company has neither earned nor spent any foreign exchange during the year under
review.
OTHER STATUTORY DISCLOSURES
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure-VI and forms an integral part of this Report.
A statement comprising the names of top 10 employees in terms of remuneration drawn and
every person employed throughout the year, who were in receipt of remuneration in terms of
Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and forms an integral part of this annual report. The same is not
being sent along with this annual report to the members of the Company in line with the
provisions of Section 136 of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company or
send an email at ntbcl@ntbcl.com. The aforesaid Annexure is also available for inspection
by Members at the Registered Office of the Company, 21 days before and up to the date of
the ensuing Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) 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 Act
read with the Companies (Acceptance of Deposits) Rules, 2014 as amended, during the year
under review.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
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, 2023 and
the date of this report.
EMPLOYEE STOCK OPTION PLANS
The Company has two employees 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.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Report
describing the Company's objectives, projections, estimates, expectations or predictions
may be "forward-looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Company's operations include
changes in Government regulations, Tax regimes, economic developments within India and
other ancillary factors.
ACKNOWLEDGEMENT
Your Directors thank the Government of India, the State Governments, local municipal
corporations and various regulatory authorities for their co-operation and support to
facilitate ease in doing business..
Your Directors also wish to thank its customers, business associates, suppliers,
investors and bankers for their continued support and faith reposed in the Company.
Your Directors wish to place on record deep appreciation, for the contribution made by
the employees at all levels for their hard work, commitment and dedication towards the
Company. Their enthusiasm and untiring efforts have enabled the Company to scale new
heights.
For and on behalf of the Board of Directors of
Noida Toll Bridge Company Limited
Nand Kishore
Chairman
DIN : 08267502
Date: August 29, 2023