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Noida Toll Bridge Company
BSE: 532481|NSE: NOIDATOLL|ISIN: INE781B01015|SECTOR: Construction & Contracting - Civil
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Explore Noida Toll connections « Mar 10
Notes to Accounts Year End : Mar '11
(1) BACKGROUND
 
 (a) Corporate Information
 
 Noida Toll Bridge Company Limited (NTBCL) is a public limited company
 incorporated and domiciled in India on 8th April, 1996 with its
 registered office at Toll Plaza, DND Flyway, Noida - 201301, Uttar
 Pradesh, India. The equity shares of NTBCL are publicly traded in India
 on the National Stock Exchange and Bombay Stock Exchange. The Global
 Depository Receipts (GDRs) represented by equity shares of NTBCL are
 traded on Alternate Investment Market (AIM) of the London Stock
 Exchange. The fnancial statements of NTBCL are the responsibility of
 the management of the Company.
 
 NTBCL has been set up to develop, establish, construct, operate and
 maintain a project relating to the construction of the Delhi Noida Toll
 Bridge under the Build-Own-Operate-Transfer (BOOT) basis. The Delhi
 Noida Toll Bridge comprises the Delhi Noida Toll Bridge, adjoining
 roads and other related facilities, Mayur Vihar Link Road and the
 Ashram fyover which has been constructed at the landfall of the Delhi
 Noida Toll Bridge and it operates under a single business and
 geographical segment.
 
 (b) Service Concession Arrangement entered into between IL&FS, NTBCL
 and NOIDA
 
 A ''Concession Agreement'' entered into between NTBCL, Infrastructure
 Leasing and Financial Services Limited (IL&FS, the promoter company)
 and New Okhla Industrial Development Authority (NOIDA), Government of
 Uttar Pradesh, conferred the right to the Company to implement the
 project and recover the project cost, through the levy of fees/ toll
 revenue, with a designated rate of return over the 30 years concession
 period commencing from December 30, 1998 i.e. the date of Certificate of
 Commencement, or till such time the designated return is recovered,
 whichever is earlier. The Concession Agreement further provides that in
 the event the project cost with the designated return is not recovered
 at the end of 30 years, the concession period shall be extended by 2
 years at a time until the project cost and the return thereon is
 recovered. The rate of return is computed with reference to the project
 costs, cost of major repairs and the shortfall in the recovery of the
 designated returns in earlier years.  As per the certification by the
 independent auditors, the total recoverable amount comprises project
 cost and 20% designated return. NTBCL shall transfer the Project Assets
 to the New Okhla Industrial Development Authority in accordance with
 the Concession Agreement upon the full recovery of the total cost of
 project and the returns thereon.
 
 (c) Designated Returns to be Recovered
 
 The independent auditors of the Project appointed in terms of the
 Concession Agreement have ascertained the cost of the Delhi Noida Link
 Bridge incurred till March 31, 2001 on provisional basis pending
 certain payments, which would be effected on submission of the fnal
 bills by the contractor as per terms of the contract and clearance of
 the same by the Project Engineer. The independent auditors have
 determined the amount to be recovered including 20% return as
 designated under the Concession Agreement and due to the company till
 March 31, 2010 as Rs.17,283.06 million. The total amount to be
 recovered upto March 31, 2011 aggregates to Rs. 20,209 million as
 calculated by the management. The same is subject to audit by the
 Independent Auditor.
 
 (d) Early adoption of Exposure Draft of Guidance Note Accounting for
 Service Concession Agreement
 
 The Institute of Chartered Accountants of India has issued Exposure
 Draft of the Guidance Note (Guidance Note) on Accounting for Service
 Concession Arrangements. Early application of Guidance Note is
 permitted. The Company had early adopted the Guidance Note with effect
 from frst day of Financial Year 2008-2009 i.e. April 1, 2008.
 
 The Company has determined that the intangible asset model under the
 guidance Note is applicable to the Concession. In particular, the
 Company notes that users pay tolls directly so the granter does not
 have primary responsibility to pay the operator.
 
 In order to facilitate the recovery of the project cost and 20%
 designated returns through collection of toll and development rights,
 the grantor has guaranteed extensions to the terms of the Concession,
 initially set at 30 years. The Company has received an in-principle
 approval for development rights from the grantor. However the Company
 has not yet entered into any agreement with the grantor which would
 constitute an assurance from the grantor to facilitate the recovery of
 shortfalls. Management recognizes that the development right agreement
 when executed will give rise to fnancial assets in their own right. At
 present, development rights have not been recognised.
 
 Delhi Noida Toll Bridge alongwith the Mayur Vihar link road have been
 recognised as intangible assets on adoption of Exposure Draft of
 Guidance Note on Accounting for Service Concession Arrangements.
 
 Company recognizes the fact that the Exposure Draft of Guidance Note on
 Accounting for Service Concession that has been applied by the Company
 is still in a draft stage and the fnal versions may differ from the
 draft that has been applied in preparing the fnancial statements. On
 fnalisation of the Guidance Note, Company will revisit the assumptions
 and premises used, determine the appropriate model for the concession
 and make necessary adjustments, effected in accordance with guidelines
 and in particular AS-5, Accounting Policies, Changes in Accounting
 Estimates and Errors.
 
 (a) Provision others amounting to Rs. 29.56 millions has been provided
 in accordance with the terms of scheme of Amalgamation with DND Flyway
 Ltd. for the contingencies for prepayment of loans.
 
 (b) Debt Restructuring:
 
 Pursuant to the approved Debt Restructuring package, the Company has
 issued Zero Coupon Bonds (Series B) of face value of Rs. 100 each
 aggregating to Rs. 55,54,22,000 to Banks, Financial Institutions and
 others repayable no later than March 31, 2014 towards the Net Present
 Value of the sacrifice made by them by way of reduction of interest
 rates from the contracted terms. The same has been redeemed in full
 during the year.
 
 (c) Secured Loans:
 
 (i) Deep Discount Bonds are secured by a pari passu frst charge in
 favour of the trustees along with the other senior lenders of the
 Company on all the project assets which include the Delhi Noida Link
 Bridge and all tangible and intangible assets including but not limited
 to rights over the project site, project documents, financial assets
 such as receivables, cash, investments, insurance proceeds etc.
 
 (ii) The Company has issued Series B Zero Coupon Bonds (ZCB-B) of Rs.
 100 each for an aggregate amount of Rs. 555,422,000 to Banks and
 Financial Institutions against the sacrifice made by them by way of
 reduction of interest rates from the contracted terms pursuant to the
 approval of the Companies debt restructuring package by the Corporate
 Debt Restructuring Empowered Group of the Banks and Financial
 Institutions. These Zero Coupon Bonds are secured by pari passu frst
 charge on the Company''s assets both present and future. The same has
 been redeemed in full during the year.
 
 (iii) The loan of Rs. 350,000,000 taken from M/s Infrastructure Leasing
 & Financial Services Ltd. (IL&FS) during the year 2004-05 is secured by
 pari passu frst charge on the Company''s assets both present and future
 along with the other Senior Lenders of the Company. Rs. 15 crores has
 since been repaid till the date of financial statement i.e. 31.03.2011
 
 (iv) The Company has during the year 2005-06 taken a Loan of Rs.
 124,313,383 from M/s. IL&FS Ltd. which is secured by pari passu frst
 charge on the Company''s assets both present and future. The Company has
 repaid Rs. 12,431,338/- till the date of the financial statement i.e.
 31.03.2011
 
 (v) The Company has taken loans in 2004-05 from M/s IL&FS Ltd. and M/s
 Infrastructure Development Finance Company Ltd (IDFC) of Rs.
 944,321,313 carrying interest @8.5% p.a for carrying out the Scheme of
 Arrangement with the Deep Discount Bond holders approved by the
 Honourable Allahabad High Court. The Loan is secured by pari passu frst
 charge on the company''s assets both present and future along with the
 other Senior Lenders of the company. The Company had prepaid loan of
 Rs. 590,093,469 out of proceeds of the GDR issue.  Further Rs.
 21,394,729/- has been repaid during the year.
 
 (vi) Term loans from banks, financial institutions and others are
 secured by a charge on:
 
 - Immovable properties of the Company situated in the states of Delhi
 and Uttar Pradesh.
 
 - The whole of the movable properties of the Company, both present and
 future.
 
 - All the Company''s book debts, receivables, revenues of whatsoever
 nature and wheresoever arising, both present and future.
 
 - All the rights, titles, interest, benefits, claims and demands
 whatsoever of the Company under any agreements entered into by the
 Company in relation to the project including consents, agreements or
 any other documents entered into or to be entered into by the Company
 pertaining to the project, as amended, varied or supplemented from time
 to time.
 
 - All the rights, titles, interest of the Company in relation to the
 Trust & Retention account proceeds, being the bank account established
 by the Company for crediting all the revenues from the project
 including but not limited to toll collections from the project.
 
 - All the rights, titles, interest benefits, claims and demands
 whatsoever of the Company in the Government permits, authorisations,
 approvals, no objections, licenses pertaining to the project and to any
 claims or proceeds arising in relation to or under the insurance
 policies taken out by the Company pertaining to the assets of the
 projects of the Company.
 
 (d) Contingent Liabilities:
 
 Contingent Liabilities in respect of:
 
                                               As at            As at
 
                                      March 31, 2011   March 31, 2010
 
                                         Rs./Million      Rs./Million
 
 (i) Estimated amount of contracts 
 remaining to be executed on capital             NIL             NIL
 account and not provided for
 
 (ii) Claims not acknowledged as debt 
 by the Company                                  NIL             NIL
 
 (iii) Based on an environment and social assessment, compensation for
 rehabilitation and resettlement of project- affected persons has been
 estimated and considered as part of the project cost and provided for
 based on estimates made by the Company.
 
 (iv) Claims made by the contractor M/s. AFCONS Ltd pertaining to the
 Construction of the Ashram Flyover aggregating to Rs. 19.82 million
 (Previous year Rs. 19.82 million) have not been accepted by the
 Company.  The matter was referred for adjudication by both parties. The
 adjudication proceeding has been concluded and adjudicator has ruled
 that the claims are time barred. The matter has been referred to
 arbitration by M/s. AFCONS Ltd. The Honourable Arbitral Tribunal has
 rejected contractor''s alleged claims amounting to Rs.  8.2 million
 (approx) and examining the validity of remaining claim amounting to Rs.
 11.62 million (approx).
 
 (v) The company has acquired the land on Delhi side for the
 construction of Bridge from the Government of Delhi and DDA and the
 amount paid has been considered as a part of the project cost. However
 pending final settlement of the dues, the company had estimated the cost
 at Rs. 29.32 million and provided the same as a part of the project
 cost. A sum of Rs. 9.20 million has so far been paid against the demand
 out of the aforesaid provision. The actual settlement may result in
 probable obligation to the extent of Rs. 20.12 million based on
 management estimates.
 
 (vi) The Company had applied for and was granted renewal of permission
 from Municipal Corporation of Delhi (MCD) to display advertisements for
 a period of fve years w.e.f 1.8.2009 subject to payment of monthly
 license fee @ Rs. 115/- per sq.ft. of the total display area or 25% of
 the gross revenue generated out of display whichever was higher. The
 Company has been sharing 25% of the revenue with MCD since inception.
 The Company contested the aforesaid imposition @ Rs.115 on the ground
 that same was not permitted by the 2008 Outdoor Advertisement policy.
 The MCD, however cancelled the permission vide Order dated 10.05.2010
 for nonpayment @ Rs. 115. The Company fled a Writ Petition before the
 Honourable Delhi High Court for quashing of the aforesaid Order.
 
 After hearing the submissions of the Company, the Honourable Court vide
 order dated 25.05.2010 stayed the operation of the impungned order
 subject to NTBCL depositing 50% of the arrears of License fee to be
 calculated @ Honourable 115/- per sqft. of the display and continuing
 to deposit license fee at the said rate every month till the final
 disposal of the Writ Petition. The Company has paid Rs. 94.14 lacs to
 MCD in compliance with the Court order.
 
 Though the matter is sub judice the company as an abundant caution, has
 decided to provide for license fee as demanded by MCD in full.
 Necessary adjustment, if any, would be made on the disposal of writ
 petition.
 
 The Group has a contractual obligation to maintain, replace or restore
 infrastructure, except for any enhancement element. The Group has
 recognised the provision at the best estimate of the expenditure
 required to settle the present obligation at the balance sheet date.
 First resurfacing which was estimated to be performed during the year
 ended March 31, 2011 is now expected to be carried out in FY 2011-12
 and cost of the same is not expected to differ significantly from
 previous estimates/amount provided for the same.
 
 Profit from sale of the above units of Rs. 16,770,607 (Previous year
 Rs. 10,520,407) in included in other income (See Schedule 12). Figures
 in brackets are the previous year fgures.
 
 (g) There are no amounts outstanding as payable to any enterprise
 covered under the Micro, Small and Medium Enterprises Development Act,
 2006.
 
 (h) Employees Post Retirement Benefits:
 
 The Company has three post employment funded benefit plans, namely
 gratuity, superannuation and provident fund.
 
 Gratuity is computed as 30 days salary, for every completed year of
 service or part there of in excess of 6 months and is payable on
 retirement/ termination/resignation. The benefit vests on the employee
 completing 3 years of service. The Gratuity plan for the Company is a
 defined benefit scheme where annual contributions as demanded by the
 insurer are deposited to a Gratuity Trust Fund established to provide
 gratuity benefits. The Trust Fund has taken a Scheme of Insurance,
 whereby these contributions are transferred to the insurer. The Company
 makes provision of such gratuity asset/ liability in the books of
 account on the basis of actuarial valuation.
 
 The Superannuation (pension) plan for the Company is a defined
 contribution scheme where annual contribution as determined by the
 management (Maximum limit being 15% of salary) is paid to a
 Superannuation Trust Fund established to provide pension benefits.
 Benefit vests on employee completing 5 years of service. The management
 has the authority to waive or reduce this vesting condition. The Trust
 Fund has taken a Scheme of Insurance, whereby these contributions are
 transferred to the insurer. These contributions will accumulate at the
 rate to be determined by the insurer as at the close of each financial
 year. At the time of exit of employee, accumulated contribution will be
 utilised to buy pension annuity from an insurance company.
 
 The Provident Fund is a defined contribution scheme whereby the Company
 deposits an amount determined as a fxed percentage of basic pay to the
 fund every month. The benefit vests upon commencement of employment.
 
 The following table summarises the components of net expense recognised
 in the income statement and amounts recognised in the balance sheet for
 gratuity.
 
 (p) Previous Year''s Comparatives:
 
 Figures for the previous year have been regrouped/reclassifed to
 conform to current year''s presentation. Figures in brackets represent
 negative balance except otherwise stated.
Source : Dion Global Solutions Limited
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