NOIDA TOLL BRIDGE COMPANY LIMITED - NTBCL

1 Annual Report toll BRIDGE COMPANY LIMITED ( NTBCL )(i)Board of Directors & COMPANY Information2(ii)Notice7(iii)Directors Report12(iv)Management Discussion & Analysis Report39(v)Report of the Directors on Corporate Governance42(vi)Auditors Certificate on Corporate Governance56(vii)Auditors Report on the Annual Accounts57(viii)Annual toll MANAGEMENT SERVICES LIMITED (Subsidiary of NTBCL )(i)Directors Report85(ii)Auditors Report on the Annual Accounts96(iii)Annual ACCOUNTS(i)Auditors Report115(ii)Consolidated Annual Accounts118(iii)Auditors Report on reconciliation of Equity and Income Statements between financial statements prepared under Indian GAAP and International Financial Reporting Standards (IFRS)140(iv)Reconciliation of Equity and Income Statement between financial statements prepared under Indian GAAP and IFRS141 Enclosed: Proxy FormTABLE OF CONTENTSNOIDA toll BRIDGE COMPANY LIMITED TWENTIETH ANNUAL REPORT 2015-16 Annual Report 2015-162 BOARD OF DIRECTORS & COMPANY INFORMATIONINDEPENDENT DIRECTORSMr.

2 Raj Kumar Bhargava, ChairmanMr. Raj Kumar Bhargava completed his education from Hindu College, Delhi University, with a BA (Honours) and MA (Honours) in History. He joined the Indian Administrative Services (IAS) in 1958. Mr. Bhargava gained valuable experience in Industry and Finance in assignments in Petroleum, Finance and Industry Departments of Govt of India. His innovative approach in creating a Directorate of Institutional Finance in UP enabled him to set up a number of Infrastructural Institutions like UP BRIDGE Corporation, NOIDA etc. He has served on both public sector and private Cos. as Chairman & Director. He brings an experience of over 50 years in this Piyush G Mankad, Independent DirectorMr. Piyush Mankad, is a retired IAS officer with a distinguished career of nearly 40 years in the Civil Services. He graduated with a Masters Degree from St. Stephen s College, Delhi University, and a Postgraduate Diploma in Development Studies from Cambridge University, He has held a number of important official positions including Counsellor (Economic) in the Indian Embassy, Tokyo; Controller of Capital Issues, Ministry of Finance and Finance Secretary, Government of India.

3 He was the Executive Director for India (and four other countries), and Board Member for the Asian Development Bank, Manila, until July 2004. His areas of experience and expertise include public finance and policy, capital market regulation and development, promotion of industry, FDI, infrastructure and public Report 2015-163Dr. Sanat Kaul, Independent DirectorDr. Sanat Kaul, has a background in development of infrastructure, road, building and airports. He was Secretary, Public Works Department in Govt of Delhi and CMD of Delhi Transport & Tourism Development Corporation as well as also CMD of Delhi State Industrial Infrastructure Development Corporation. With this he has vast experience in planning, development and supervision of roads, bridges, building and industrial estates. He was also on to the Board of Airport Authority of India, when he was involved in the privatisation of Delhi Airport which is now the first airport in India in the joint sector.

4 He was also the Delhi Government nominee to NTBCL at the planning stage. His experience in Finance Ministry gives him insight to financial has a in Economics from the University of London besides a Master Degree from London School of Deepak Premnarayen, Independent DirectorExecutive Chairman & Founder, ICS GroupMr. Deepak Premnarayen is the Executive Chairman and founder of ICS Group, a real estate, asset management and financial services Premnarayen is on the board of First Rand LIMITED , the financial services group from South Africa listed on the Johannesburg Stock Exchange. He is also a member of First Rand s Directors Affairs and Governance Committee and the Chairman of FirstRand Bank India Advisory Board. His other Directorships include TATA International, Triangle Real Estate India Fund LLC, a FDI compliant fund for India raised in conjunction with Old Mutual Property in South Africa (listed on the Mauritius Stock Exchange) and NOIDA toll BRIDGE COMPANY Ltd.

5 (listed in India & AIMS in UK).Memberships Currently the President of Indian Merchants Chamber, he is also the Convenor of the India-South Africa CEOs forum and Chair of CII National Committee on Nordic countries. Apart from these, Mr. Premnarayen is a member of CII s National Council and Committees for Banking, Public Policy, Financial Inclusion and Services and Task Force on Employment Generation and CII International Council 2016-17. He has led CII s business delegations to Libya, Norway and Sweden in June 2014, Mr. Premnarayen was conferred the Indian Business Leader of the Year award by Horasis Global India Business Meet at Liverpool, Report 2015-164 NON-EXECUTIVE DIRECTORSMr. Arun Kumar Saha, Non-Executive Director (ITNL Nominee)Mr. Saha holds a Masters Degree in Commerce ( ) and is a Chartered Accountant and a COMPANY has over three decades of experience in the financial sector in the areas of financial services, infrastructure and asset management.

6 He has been associated with IL&FS for 27 years and is currently working as the Joint Managing Director and CEO of IL&FS and is in charge of finance, operations, compliance and risk management portfolios for the IL&FS Group. His responsibilities at IL&FS include contribution to the strategic growth and development of the institution, building expertise in the area of corporate law in respect of infrastructure projects, managing relationships with the domestic and international shareholders of IL&FS, management of Multilateral Agencies and various Government Agencies and enabling and facilitating cost effective resource management, mobilisation and deployment. Prior to joining IL&FS he worked for 4 years at WIMCO LIMITED , where he handled finance, accounts, budgets, MIS and dealt with Banks and Financial Karunakaran Ramchand, Non-Executive Director (ITNL Nominee)Mr. Ramchand has been associated with the IL&FS Group since 1994 and as Managing Director of IL&FS Transportation Networks LIMITED (ITNL) since August 13, 2008.

7 With over three decades of experience in urban and transport infrastructure development sector, he has been involved in a large number of private infrastructure development initiatives including the successful commissioning of various toll road projects in Gujarat and for the National Highways Authority of India. In his role as the Chief Executive Officer (Infrastructure) of IL&FS Group he is associated with various initiatives in infrastructure, including SEZs and Maritime to joining IL&FS, he was associated with the Operations Research Group, Dalal Consultants, Mumbai Metropolitan Region Development Authority and City and Industrial Development Corporation of Maharashtra Ramchand holds a Bachelor s degree in Civil Engineering from Madras University and completed his post-graduation in Development Planning from the School of Planning, Report 2015-165 EXECUTIVE DIRECTORSMr. Harish Mathur, Executive Director & CEOMr.

8 Harish Mathur holds a Bachelor s degree in Civil Engineering from J. N. V. University, Jodhpur and a Master s degree in Highway Engineering from Birmingham University, UK. He has over 33 years of work experience in various road construction projects. Prior to joining IL&FS Group, Mr. Mathur has worked with the Public Works Department (PWD) for a period of over 20 years in the capacity of a Superintending Engineer and other cadre positions and as a Project Director with the National Highway Authority of India for a period of six years. Mr. Mathur is presently also Managing Director of Jharkhand Accelerated Road Development COMPANY Monisha Macedo, Whole Time DirectorMs. Monisha Macedo has spent the majority of her career working in the infrastructure sector. She joined NTBCL in 1998 as COMPANY Secretary and initially led the COMPANY s IPO and listings, while handling all shareholder/Board related issues and compliances.

9 She led the implementation of the COMPANY s financial restructuring between 2003 and 2006, including raising funds via the GDR /AIM listing. Since 2009 she has also been overseeing the overall daily operations of the COMPANY . Prior to this she worked at Infrastructure Leasing and Financial Services Ltd. handling COMPANY law and merchant banking assignments. She is a Fellow Member of the Institute of COMPANY Secretaries of India and holds an Economics (Honours) degree from St. Stephens College, University of Report 2015-166 COMPANY INFORMATIONCOMMITTEES OF THE BOARDAUDIT COMMITTEER. K. BhargavaChairmanPiyush MankadSanat KaulDeepak PremnarayanArun K. SahaHarish MathurNOMINATION & REMUNERATION COMMITTEES anat KaulChairmanR. K. BhargavaArun K. SahaK. RamchandCSR COMMITTEEMr. R. K. Bhargava ChairmanDr. Sanat Kaul Mr. Arun Saha Mr. K. Ramchand Mr. Harish MathurSTAKEHOLDERS RELATIONSHIP COMMITTEER. K. BhargavaChairman Piyush MankadSanat KaulCHIEF FINANCIAL OFFICERR ajiv JainCOMPANY SECRETARYP ooja AgarwalAUDITORSL uthra & LuthraChartered AccountantsA-16/9, Vasant ViharNew DelhiREGISTERED OFFICE ADDRESSToll Plaza, DND FlywayNOIDA (UP) 201 : L45101UP1996 PLC019759 Annual Report 2015-167 NOTICEDear Member,NOTICE is hereby given that the Twentieth Annual General Meeting of NOIDA toll BRIDGE COMPANY Ltd.

10 Will be held on Monday, September 26, 2016 at 10:30 am at the toll Plaza, DND Flyway, NOIDA - 201 301, Uttar Pradesh, (route map of the venue is attached) to transact the following business:Ordinary Business:1. To receive, consider and adopt the Financial Statements of the COMPANY for the year ended March 31, 2016, including the audited Balance Sheet as at March 31, 2016 and the Profit and Loss Account for the year ended as on that date and the Reports of the Board of Directors and Auditors To declare the final dividend and confirm the interim dividend on Equity Shares. The Board has recommended a dividend of 30% on the paid up Equity Share Capital of the COMPANY for the year ended March 31, 2016, which includes interim dividend of 15% already paid in the month of March To appoint a Director in place of Mr. Arun K Saha (DIN 00002377), who retires by rotation and being eligible offers himself for To ratify the appointment of the Auditors of the COMPANY and authorise the Board of Directors to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 139(2), 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed thereunder as amended from time to time, the appointment of M/s Luthra & Luthra, Chartered Accountants, (Registration no.)