Noida Toll Bridge Company

The Directors take pleasure in presenting the Twelfth Annual Report
 together with the Audited Accounts for the year ended March 31, 2008
 
 FINANCIAL HIGHLIGHTS
 
                                                         (Rs in Million)
                            Year ended 31.3.2008   Year ended 31.3.2007
 
 Income from Operations                     663.92           471.11
 Other Income                                54.89            20.02
 Operating & Administration Expenses        166.61           108.62
 Miscellaneous Expenditure written off           -            12.43
 Profit before Interest & Depreciation      552.20           370.08
 Interest & Finance charges                 148.66           180.66
 Depreciation                                86.31            78.01
 Provision for Tax/ FBT                      37.47             0.80
 Net Profit/(Loss) carried to Balance Sheet 279.76           110.61
 
 During the year the Company posted a substantially improved financial
 result.
 
 The income from operations increased by 41% from Rs 471.11 Mn to Rs
 663.92 Mn. The profit before interest and depreciation has increased by
 more than 49% over the previous year, largely due to an increase in the
 average daily traffic and average toll realisation per vehicle by 23%
 and 13%, respectively.
 
 The Mayur Vihar Link Road Project, has been completed in two phases.
 The first and the second phase were completed and opened to traffic on
 June 15, 2007 and January 19, 2008, respectively. Expenses directly
 attributable to the project have been capitalised in the books.
 
 There has been a substantial reduction in interest and finance charges
 during the year, which is a consequence of prepayment of debt from the
 proceeds of the Global Depository Receipts (GDR) issue.
 
 Pursuant to the provisions of Sections 391/ 394 and other relevant
 provisions of the Companies Act, 1956, the Company had filed a Scheme
 of Arrangement which included an amalgamation with the Companys wholly
 owned subsidiary, DND Flyway Ltd., in the Honourable High Courts of
 Allahabad and Delhi. The Scheme became effective on June 21, 2007 with
 effect from the Appointed Date, July 1, 2006. As per the approved terms
 of the Scheme, the Company has adjusted accumulated losses and made
 provisions for some financing expenses out of Reserves and Surplus and
 has recognised a Toll Equalisation Receivable Account by crediting the
 General Reserve.
 
 During the year under review, the Company appointed ITNL Toll
 Management Services Ltd (ITMSL) to take over the Operation and
 Maintenance of the DND Flyway from Intertoll India Consultants (P) Ltd.
 ITMSL has been promoted jointly by the Company and IL&FS Transportation
 Networks Ltd. with a shareholding of 51% and 49% respectively.
 
 As per the Concession Agreement which the Company has entered into with
 New Okhla Industrial Development Authority (NOIDA) and Infrastructure
 Leasing & Financial Services Limited (IL&FS), the Company is entitled
 to a designated rate of return of 20% on the Project Cost during the
 Concession period. The Independent Auditor has determined accrued
 return as designated under the Concession Agreement and due to the
 Company till March 31, 2008. The total amount to be recovered up to
 March 31, 2008 aggregates to Rs 12,841.30 million.
 
 REPAYMENT OF DEBT
 
 As per the terms of the debt restructuring approved by the Corporate
 Debt Restructuring Empowered Group of Banks and Financial Institutions
 (CDR), the Company had issued Zero Coupon Bonds (Series B) of Rs 55.54
 crores to the Banks, Financial Institutions and others, repayable no
 later than March 31, 2014, towards the Net Present Value of the
 sacrifice made by them. While 5% of the aforesaid debt was redeemed in
 the financial year 2003-04, 10% has been redeemed during the year under
 review.
 
 DIVIDEND
 
 The Directors do not recommend any dividend for the year.
 
 The Company has not declared any dividends since incorporation.
 Dividends when declared, will be subject to approval of the
 shareholders at a General Meeting of the Company and based on the
 recommendation of the Board of Directors of the Company. The Board may
 also declare interim dividends.
 
 The Directors intend to recommend the commencement of payment of
 dividends when the profitability of the Company is established. The
 Directors intend that the Company should target the payment of a
 dividend for the year ending March 31, 2009, subject to the Company
 operating satisfactorily and so long as the Company is under the debt
 restructuring scheme approved by the CDR Empowered Group of Banks and
 Financial Institutions (CDR), with the prior consent of the CDR.
 
 Generally, the factors which may be considered by the Board before
 making any recommendations for dividend may include, but are not
 limited to, future capital expenditure plans, profits earned during the
 financial year, cost of raising funds from alternate sources, cash flow
 position and applicable taxes including tax on dividend. The Directors
 anticipate that on commencement of payment of dividends a relatively
 low level of dividend payment, relative to profits, will be appropriate
 initially, but keeping in mind the foregoing, they would pursue a
 policy of aiming to progressively increase the proportion of profits
 distributed to shareholders by way of dividend.
 
 OPERATIONS
 
 The traffic on the DND Flyway has shown a positive growth rate of
 around 23% p.a. during financial year 2007-08, over the previous year.
 The Average Daily Traffic (ADT) during the year was 84,261 vehicles on
 DND Flyway as against 68,652 vehicles in the previous year. The highest
 growth rate in traffic during the last 3 years was achieved in April
 2008 when the ADT was 95,237 as against 76,281 during April 2007,
 registering a growth of 24.85%.
 
 The Average Toll Revenue/Day has increased from Rs. 1.08 million in FY
 2006-07 to Rs. 1.49 million in FY 2007-08, showing an increase of 39%.
 
 The month-wise Average Daily Traffic and Average Toll Revenue per day
 is presented in the Table below:
 
 Month                    Buses/         Two-            Cars
                          Trucks         Wheelers
                        (vehicles/day)  (vehicles/day)  (vehicles/day)
 
 Apr-07                     1,432          19,746         55,104
 May-07                     1,433          19,862         54,299
 Jun-07                     1,516          19,933         54,089
 Jul-07                     1,559          21,369         57,312
 Aug-07                     1,608          22,031         58,948
 Sep-07                     1,731          22,931         59,365
 Oct-07                     1,805          22,706         61,885
 Nov-07                     1,816          22,378         65,907
 Dec-07                     1,863          20,788         63,008
 Jan-08                     1,837          20,477         66,468
 Feb-08                     2,044          21,953         70,387
 Mar-08                     1,958          22,747         66,841
 Average                    1,717          21,410         61,134
 
 Total          Traffic       Revenue     Revenue
                Growth                     Growth
                             (Rs/day)
 
 76,281           22 %       1,256,145        28%
 75,594           19%        1,340,728        34%
 75,538           19%        1,341,681        35%
 80,241           23%        1,422,538        38%
 82,587           21%        1,463,660        38%
 84,027           19%        1,487,407        35%
 86,395           24%        1,528,622        40%
 90,101           25%        1,616,136        44%
 85,659           23%        1,544,875        41%
 88,781           27%        1,609,027        44%
 94,384           27%        1,710,208        45%
 91,546           21%        1,644,505        38%
 84,261           23%        1,497,128        39%
 
 over the corresponding period in the previous year.
 
 The traffic and revenue growth is depicted below:
 
 As in the previous years, the traffic mainly comprised of cars (73%)
 and two wheelers (25%). The growth in car traffic was 25% as compared
 to 16% in the two wheeler category. Although commercial vehicles only
 comprise around 2% of total traffic, the increase in average daily
 commercial traffic was 32% during the year under review. The Chart
 below shows the categorywise annual growth in traffic since operations
 began.
 
 The Annual Average Daily Traffic (AADT) has increased by 15,609
 vehicles (23%) between FY 2007 and FY 2008. The composition of this
 increase is shown below:
 
 Mayur Vihar Link
 
 The Company began the implementation of the Mayur Vihar Link Road
 project in June 2006, after receiving all approvals including allotment
 of land. While the first phase was completed and opened to traffic on
 June 15, 2007, the second phase was opened on January 19, 2008. The
 link connects the DND Flyway to Mayur Vihar (a part of Delhi located
 across the River Yamuna, which has mainly residential apartments) and
 substantially reduces distance and time taken by Mayur Vihar residents
 to various destination points in South Delhi.
 
 The Average Daily Traffic (ADT) on phase I of the Mayur Vihar Link for
 the period June to December 2007, was 2,588 vehicles/day. The ADT on
 the Link was 7,322 vehicles / day for the January - March 2008 quarter.
 
 OPERATION & MAINTENANCE (O&M) OF THE PROJECT
 
 On June 22, 2007, ITNL Toll Management Services Ltd. (ITMSL) was
 incorporated as a joint venture company with IL&FS Transportation
 Networks Ltd., who have significant experience in operations and
 maintenance of toll road projects. The company was set up to carry out
 O&M services for Noida Toll Bridge and other similar ventures on a
 pan-India basis. The O&M services of the bridge have been taken over by
 ITMSL since August 1, 2007.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A Management Discussion & Analysis Report is attached to this Report.
 
 SHARE CAPITAL
 
 The Issued and Subscribed Equity Share Capital of the Company on March
 31, 2007, was Rs. 1,861,950,020/-.  There were no allotments of share
 capital during the year and hence the share capital on March 31, 2008
 remains the same.
 
 SUBSIDIARIES
 
 The Company has one subsidiary, ITNL Toll Management Services Ltd. The
 audited accounts of the subsidiary, as well as the Consolidated
 Financial Statements of the Company along with its subsidiary are
 attached. It may be noted that the subsidiary was incorporated on June
 22, 2007 and hence the accounts of the subsidiary company pertain to
 the period June 22, 2007 to March 31, 2008.
 
 The Company has not made any loans and advances in the nature of loans,
 to its subsidiary, or companies in which its Directors are interested.
 
 DIRECTORS
 
 Mr. Mohinder Singh, Chief Executive Officer, New Okhla Industrial
 Development Authority, was appointed Additional Director of the
 Company, in his ex-officio capacity with effect from February 20, 2008.
 
 Dr. Sanat Kaul, was appointed Additional Director of the Company at the
 meeting of the Board of Directors held on April 21, 2008.
 
 In accordance with the provisions of the Companies Act, 1956, Mr. Gopi
 Arora and Mr. K. Ramchand, Directors, are due to retire by rotation at
 the ensuing Annual General Meeting and being eligible offer themselves
 for re-appointment.
 
 None of the Directors of the Company are disqualified from being
 appointed as Directors as specified under Section 274 of the Companies
 Act, 1956.
 
 FIXED DEPOSITS
 
 The Company has not accepted any Fixed Deposits during the year under
 review.
 
 EMPLOYEE STOCK OPTION PLANS
 
 The Company has two employee stock option plans viz. ESOP-2004 and
 ESOP-2005. During the year, the Company has not granted any stock
 options. All stock options granted in the past have been exercised,
 allotted or have lapsed.
 
 No options have been granted under ESOP 2005 so far and 2,05,000
 options remain to be granted under ESOP 2004. Options under ESOP 2004
 were granted as per the pricing formula approved by the shareholders.
 
 LISTING
 
 The Companys Equity Shares of Rs. 10/- each, aggregating to Rs.
 1,861,950,020/-are listed on the Bombay Stock Exchange Ltd. and the
 National Stock Exchange of India Ltd.  10,815 Secured Deep Discount
 Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock
 Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association
 Ltd.
 
 The Companys Global Depository Receipts (GDR), are listed on the
 Alternative Investment Market (AIM) segment of the London Stock
 Exchange.
 
 INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)
 
 Pursuant to listing on the Alternative Investment Market (AIM) segment
 of the London Stock Exchange, the Company is required to prepare and
 submit annual and semi annual financial statements under IFRS, to AIM.
 
 A reconciliation of Equity and Income statements under Indian GAAP and
 IFRS as on March 31, 2007 and March 31, 2008, have been included in
 this Annual Report. The IFRS results as well as annual audited
 financials prepared under Indian GAAP will be made available on the
 Companys web site i.e. www.ntbcl.com.
 
 PARTICULARS OF EMPLOYEES
 
 Three employees employed throughout the year were in receipt of
 remuneration of Rs. 24 lacs or more per annum and three employees
 employed for a part of the year were in receipt of remuneration of Rs.
 2 lacs or more per month. In accordance with the provisions of Section
 217 of the Companies Act, 1956 and the rules framed there under, the
 names and other particulars of the employees is set out in the annexure
 to the Directors Report. In terms of the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Directors Report is
 being sent to all the shareholders of the Company excluding the
 annexure. Any shareholder interested in obtaining a copy of the said
 annexure may write to the Company Secretary at the Registered Office of
 the Company.
 
 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION
 
 The Company does not own any manufacturing facilities.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The Company has not earned any foreign exchange during the year.
 
 The Company had the following foreign exchange outgo:-
 
                            As on March 31, 2008    As on March 31, 2007
                                         (Rs)                    (Rs)
 
 Travel                                  894,853         1,014,314
 Inventories at CIF Value              1,841,460         1,252,346
 Consultancy/Legal Fee                 7,543,779         5,629,859
 Advances for Equipment               17,289,488        10,328,662
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Indian Stock
 Exchanges, a Report on Corporate Governance along with an Auditors
 certificate on compliance with the provisions of Corporate Governance
 is annexed to this Report.
 
 All Board members and senior management personnel have affirmed
 compliance with the Code of Business Conduct and Ethics for the
 financial year 2007-08. A declaration to this effect, signed by the
 President & CEO of the Company, is annexed to the Corporate Governance
 Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Section 217 (2AA) of the Companies Act, 1956, requires the Board of
 Directors to provide a statement to the members of the Company in
 connection with maintenance of books, records and preparation of annual
 accounts in conformity with accepted Accounting Standards and past
 practices followed by the Company.  Pursuant to the foregoing, and on
 the basis of representations received from the operating management,
 and after due enquiry, it is confirmed that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed alongwith proper explanation
 relating to material departures.
 
 2.  The Directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for that period.
 
 3.  The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 4.  The Directors have prepared the annual accounts on a going concern
 basis.
 
 STATUTORY AUDITORS
 
 Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the
 Company, retire at the conclusion of the ensuing Annual General Meeting
 and have expressed their willingness to continue as Auditors, if
 re-appointed.
 
 ACKNOWLEDGEMENTS
 
 The Board of Directors place on record their appreciation for the
 continued support extended to them by various Government Authorities,
 Banks, Financial Institutions and Shareholders of the Company.
 
 The Directors would also like to place on record their appreciation for
 the hard work and dedication of the employees of the Company at all
 levels.
 
                                                   By order of the Board
                                   For NOIDA TOLL BRIDGE COMPANY LIMITED
 
                                                          Mr. Gopi Arora
                                                                Chairman
 Noida
 Uttar Pradesh
 Date: July 25, 2008