(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. |