(iii) The company has only one class of ordinary equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. Each holder of these ordinary share is entitiled to receive dividends as and when declared by the company.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
1. Term loans are secured by a charge on:
(a) a first ranking mortgage and charge on all the Borrower's immoveable properties, both present and future;
(b) a first charge on all the Borrower's movable fixed assets, including moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, both present and future;
(c) a first charge, by way of hypothecation, on all the current assets of the Borrower, both present and future;
(d) a first charge on the future receivables as a Concessionaire in case of partial or total cancellation of Concession Agreement or re-negotiation under a tri-partite agreement; and
(e) Security Interest/ assignment over (i) all the rights, title, interest, benefits, claims and demands whatsoever of the Borrower under the Concession Agreement, except to the extent not permitted by the Government Authority or under Applicable Laws; and (ii) and other intangible assets of the Borrower.
(f) a first charge on all rights, titles, interests, benefits, claims and demands whatsoever of the Borrower, over the current bank account wherein all amounts, revenues, receipts and other receivables, owing to, received and/ or receivable by the Borrower as a Concessionaire under the Concession Agreement are deposited / shall be deposited
2. The term loan from Bank is re-payable in 24 equal quarterly installments starting from December 2016.
31 Taking cognizance of the financial crisis in Infrastructure Leasing & Financial Services Limited ("IL&FS"), the Union of India made an application to the National Company Law Tribunal ("NCLT") and the National Company Law Tribunal, Mumbai Bench , by way of an Order dated October 1, 2018, suspended the erstwhile Board of Directors of 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 Noida Toll Bridge Company Limited ("NTBCL" or "the Company"), 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 in the assets of 'IL&FS' and its group companies.
Based on the NCLAT Order dated February 4, 2019, IL&FS Limited has segregated the Group Entities into Green/Amber/ Red Category. The Company has been classified as 'Red' category entity (i.e. an entity which cannot meet its payment obligations even towards its senior secured financial creditors) based on 12 months cash flow.
The interim order of moratorium passed by the NCLAT on October 15, 2018, enables value preservation of the group's assets and will also assist the government nominated board of directors of IL&FS ("New Board") in its effort to evaluate and prepare a resolution plan keeping in mind the various stakeholders. The NCLAT vide judgment and Order dated March 12, 2020 ("March 2020 Judgment") has upheld the Interim Order thereby continuing the moratorium protection for IL&FS & its group companies.
32 Borrowings
(i) 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, 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").
(ÝÝ) Except as explained in next para, the Company has not made payment of principal and interest due on the Secured Term
( ) Loan ("Facility") from ICICI Bank Limited for the period May, 2018 to March 31, 2025. During the period, the Company
received several notices from ICICI Bank, including the notice dated September 27, 2018 for loan recall and notice of acceleration of the facility. The total outstanding amount upto March 31, 2025 was Rs. 23.60 crores i.e Rs. 21.20 crores on account of principal and Rs. 2.40 crores on account of interest accrued upto October 15, 2018 ("Cut-off date").
In accordance with the Revised Distribution Framework, two independent valuers were appointed and they have vide their report ascertained the Average Liquidation Value of NTBCL. Also, the claims management process for the Company has been concluded by Grant Thornton, with regard to both financial as well as operational creditors and their final report has been submitted to the Ultimate Holding Company as well as to the Company. Further, the distribution report has also been submitted by the advisors viz Alvarez and Marshal.
Against the outstanding amount of Rs 47.40 crores, as aforesaid, the Company has, basis the Claim Management Report, of the resolution advisors to the IL&FS Group and the recommendation of the IL&FS Group Executive Committee, made a repayment by way of an interim distribution of Rs. 23.80 crores on October 23, 2024.
The total unsecured short term loan from IL&FS Transportation Networks Limited as at March 31, 2025 is Rs. 19.30 crores
(iii) inclusive of interest of Rs. 1.50 crores. The Company has provided for the said interest upto October 15, 2018 (Cut-Off date") (Previous Year outstanding is Rs. 19.30 crores inclusive of interest of Rs. 1.50 crores on account of interest accrued upto October 15, 2018, "Cut-off date).
(ii) 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.
(iii) On September 20, 2021, the Company has received the assessment order from Income Tax Department u/s 143(3) r.w.s. 144B of the Income Tax Act, 1961 for the Assessment Year 2018-19 wherein a demand of Rs. 46.23 crores has been raised, primarily on account of Valuation of Land, Land being treated as revenue subsidy. The Company on September 30, 2021, requested the Assessing Officer of Income Tax to keep the penalty proceedings in abeyance and has 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 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 had, 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 received the notice of demand from the Assessing Officer, Income Tax Department, New Delhi in respect of Assessment Year's 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 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 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 Year's 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.
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, thus addressing about 72% of the total demand in appeal with the ITAT of Rs. 23,127 crores. Further, the ITAT has vide its Order dated May 17, 2024, quashed the levy of penalty for the Assessment Years 2006-07 to 2011-12.
With regard to appeals pertaining to Assessment Years 2012-13 to 2014-15, the hearing of which took place on May 13, 2024 & May 22, 2024, and which has been subsequently concluded, the Company as well as the Department were directed to file the written submissions. Pursuant to the same, ITAT has passed the order dated August 21, 2024, wherein, amongst other matters, the enhancement of demand due to designated returns to be recovered in future and revenue subsidy on account of allotment of Land, have been deleted and some other matters have been remanded to the CIT(A) for adjudication.The matter regarding the consequential penalty with regard to the aforesaid Assessment Years was heard on September 4, 2024, pursuant to which the ITAT has passed the order for penalty appeals in respect of AY 2012-13, 2013-14 and 2014-15 on September 11, 2024, thereby deleting the penalty levied and allowing the appeals of the Company.
Orders giving effect to the ITAT Orders, including with regard to penalty, for AYs 2006-07 to 2011-12, have been passed by the Assessing Officer on October 9, 2024.
(iv) The Company had received a demand notice dated October 6, 2017 for Rs. 31 Lakhs from Assistant Commissioner, Service Tax Division - 1, Noida on account of inadmissible CENVAT Credit taken on O & M Fee during February 2015 to March 2017. The Company had filed its submissions before the department. Subsequently, the Company received an Order-in-Original dated November26, 2018(received on January 8, 2019) wherein the demand of Rs. 31 Lakhs was confirmed by the department.
The matter was heard by the Commissioner of Central Tax (Appeals) and the final order has been passed on May 18, 2020 dismissing the appeal on the ground of non-deposit of pre-deposit. Against the aforesaid OIA, the Company has filed an appeal before the Hon'ble CESTAT at Allahabad on October 13, 2020. Hearings on the matter took place on October 4, 2024 and October 25, 2024, wherein the matter was part heard. The appeal was further listed for hearing on December 03, 2024 and January 24, 2025, however the hearings could not take place due to unavailability of the bench. The CESTAT will issue a fresh date for hearing in due course.
(v)
In terms of the License Agreement dated August 23, 2018 and November 1, 2018 and addendum thereto dated July 1, 2019, entered into with the erstwhile Licensee, the Company has terminated the said Contract as per the provisions thereof. The erstwhile Licensee has initiated an Arbitration proceeding against the Company. The matter is currently pending.
The Company also challenged the order of the Arbitrator dated March 3, 2023, requiring the Company to submit a fixed deposit of Rs. 5 crores with the Arbitrator till the final disposal of the matter, in the Hon'ble HC of Delhi and has been able to obtain a stay on the said order of the Arbitrator on April 12, 2023. Subsequently the matter was heard on August
9, 2023, October 16, 2023 and November 28, 2023. On November 28, 2023 the Hon'ble HC of Delhi allowed the Appeal of the Company and set aside the impugned Order dated March 3, 2023 of the Arbitrator, to the extent it directed the Company to make a deposit of Rs. 5 Crores.
The erstwhile Licensee filed an SLP on February 26, 2024 before Hon'ble Supreme Court against the order dated November 28, 2023 passed by Hon'ble HC of Delhi in favour of the Company. On April 8, 2024 the Hon'ble Supreme Court declined to interfere with the impungned order of Hon'ble HC of Delhi and accordingly the SLP filed by erstwhile Licensee was dismissed. The Process of filling Evidence Affidavit is under progress.
34 Litigation
(i) The Hon'ble High Court of Allahabad , 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) had 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 had refused to quash the Concession Agreement. Consequently, collection of user fee from the users of the NOIDA bridge was suspended from October 26, 2016 and against which the Company had filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court of India seeking an interim stay on the said Judgment.
On November 11, 2016, the Hon'ble Supreme Court issued an Interim Order denying the interim stay and sought assistance of the CAG to verify whether the 'Total Cost' of the Project in terms of the Concession Agreement was recovered or not by the Company. CAG submitted its report to the Hon'ble Supreme Court and the bench was directed on September 14, 2018, that the report submitted by the CAG be kept in a sealed cover.
The Company also notified NOIDA that the Judgement of the Hon'ble Allahabad High Court, read with the Interim Order of the Hon'ble Supreme Court of India constituted a 'change in law' under the Concession Agreement and submitted a detailed proposal for modification of the Concession Agreement, so as to place the Company in substantially the same legal, commercial and economic position as it was prior to the said change in law. Since NOIDA did not act on the proposal, the Company had sent a notice of arbitration to NOIDA.
Subsequently, the Arbitral Tribunal was constituted and both the Company and NOIDA submitted their claims and counter claims. Further, NOIDA filed an application under Section 16 of the Arbitration and Conciliation Act, 1961 on the maintainability of the arbitration proceedings, which was rejected by the Arbitral Tribunal vide order dated August
10, 2018.
NOIDA further filed an application for directions before the Hon'ble Supreme Court seeking a stay on arbitral proceedings. On April 12, 2019 the Hon'ble Supreme Court directed a stay on Arbitral proceedings.
Meanwhile, the Company on October 4, 2021 received a final Notice of demand dated September 30, 2021, from NOIDA, wherein NOIDA raised an alleged demand of Rs 26.05 crores payable by the Company within three days of receipt thereof, failing which NOIDA threatened to remove all advertisement display on the NOIDA side of the DND Flyway. On receipt of the said Notice, the Company filed an interim application on October 4, 2021, before the Hon'ble Supreme Court. Based on the Letter of Urgency/ Mentioning filed by the Company, the matter was listed for hearing on October 26, 2021. Inspite of the Company informing all the developments at the Hon'ble Supreme Court to NOIDA, the NOIDA authorities unlawfully removed all the advertisement display from NOIDA side of DND Flyway on October 14, 2021.
Subsequently, on December 9, 2021, the matter was mentioned and was heard by the Hon'ble Supreme Court on December 15, 2021, January 6, 2022 and January 10, 2022. On January 19, 2022, the Hon'ble Supreme Court disposed the interim application filed on October 4, 2021, with the direction that the Company may be permitted to put up outdoor advertisement on payment of Rs. 125 per square feet per month, in advance, subject to the outcome of the SLP of 2016 filed by the Company.
Subsequently, the matter was heard on July 27, 2023 wherein the Hon'ble Supreme Court 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 and the matter was posted for hearing on September 25, 2023. On September 25, 2023 the Learned Bench of Hon'ble Supreme Court took note of the fact that the Respondent have been provided a copy of the CAG Report and thus directed the matter to be listed for final arguments on November 21, 2023.
On November 21, 2023, the Learned Bench noted that service and pleadings in SLP(C) were complete and directed the matter to be listed on January 30, 2024, however, the matter was not taken up on January 30, 2024, February 6, 2024, February 20, 2024, March 5, 2024, and April 2, 2024. The arguments from both ends commenced on July 30, 2024, and the matter was notified for hearing on August 13, 2024. On August 13, 2024, The matter was finally heard and reserved for order. The Hon'ble Supreme Court granted liberty to the parties to file written submissions within 10 days on August 14, 2024. Accordingly, the Company filed its written submissions before the Hon'ble Supreme Court on August 24, 2024.
After several hearings on the matter, the Hon'ble Supreme Court has vide its judgment dated December 20, 2024, dismissed the SLP filed by the Company by upholding the judgment passed by the Hon'ble Allahabad High Court regarding stalling the levy and collection of user fee. In view of the aforesaid judgment of the Hon'ble Supreme Court, the Company, as a prudential accounting and reporting measure, has impaired the intangible asset with carrying value of Rs. 23,249.69 lakhs, which it had created by virtue of the right conferred on the Company under the Concession Agreement, to collect user fee from the users of the NOIDA bridge.
However, the Company, on the basis of advice from legal experts, is of the opinion that, there are certain legal recourses available with it and pursuant thereto has filed a review petition, on January 19, 2025, against the aforesaid judgment of the Hon'ble Supreme Court. The said review petition has been dismissed vide proceeding dated May 09, 2025. In the meanwhile, the Company continues to closely monitor all further developments regarding the matter and take appropriate action, including reviewing the aforesaid impairment, depending on the course of future events.
The Company continues to fulfil its obligations as per the Concession Agreement, including maintenance of Project Assets. Accordingly, provision for major maintenance has been carried at Rs. 3,793.38 Lakhs as on March 31, 2025 (As on March 31, 2024 Rs. 3,612.74 Lakhs).
(ii) On September 20, 2021, the Company has received the assessment order from Income Tax Department u/s 143(3) r.w.s. 144B of the Income Tax Act, 1961 for the Assessment Year 2018-19 wherein a demand of Rs. 46.23 crores has been raised, primarily on account of Valuation of Land, Land being treated as revenue subsidy. The Company on September 30, 2021, requested the Assessing Officer of Income Tax to keep the penalty proceedings in abeyance and has 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 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 had, 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 received the notice of demand from the Assessing Officer, Income Tax Department, New Delhi in respect of Assessment Year's 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 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 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 Year's 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.
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, thus addressing about 72% of the total demand in appeal with the ITAT of Rs. 23,127 crores. Further, the ITAT has vide its Order dated May 17, 2024, quashed the levy of penalty for the Assessment Years 2006-07 to 2011-12.
With regard to appeals pertaining to Assessment Years 2012-13 to 2014-15, the hearing of which took place on May 13, 2024 & May 22, 2024, and which has been subsequently concluded, the Company as well as the Department were directed to file the written submissions. Pursuant to the same, ITAT has passed the order dated August 21, 2024, wherein, amongst other matters, the enhancement of demand due to designated returns to be recovered in future and revenue subsidy on account of allotment of Land, have been deleted and some other matters have been remanded to the CIT(A) for adjudication.The matter regarding the consequential penalty with regard to the aforesaid Assessment Years was heard on September 4, 2024, pursuant to which the ITAT has passed the order for penalty appeals in respect of AY 2012-13, 2013-14 and 2014-15 on September 11, 2024, thereby deleting the penalty levied and allowing the appeals of the Company.
Orders giving effect to the ITAT Orders, including with regard to penalty, for AYs 2006-07 to 2011-12, have been passed by the Assessing Officer on October 9, 2024.
(...) The Company had received a demand notice dated October 6, 2017 for Rs. 31 Lakhs from Assistant Commissioner, Service
(iii) Tax Division - 1, Noida on account of inadmissible CENVAT Credit taken on O & M Fee during February 2015 to March 2017. The Company had filed its submissions before the department. Subsequently, the Company received an Order-in-Original dated November26, 2018(received on January 8, 2019) wherein the demand of Rs. 31 Lakhs was confirmed by the department.
The matter was heard by the Commissioner of Central Tax (Appeals) and the final order has been passed on May 18, 2020 dismissing the appeal on the ground of non-deposit of pre-deposit. Against the aforesaid OIA, the Company has filed an appeal before the Hon'ble CESTAT at Allahabad on October 13, 2020. Hearings on the matter took place on October 4, 2024 and October 25, 2024, wherein the matter was part heard. The appeal was further listed for hearing on December 03, 2024 and January 24, 2025, however the hearings could not take place due to unavailability of the bench. The CESTAT will issue a fresh date for hearing in due course.
(iv) 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, 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").
Except as explained in next para, the Company has not made payment of principal and interest due on the Secured Term Loan ("Facility") from ICICI Bank Limited for the period May, 2018 to March 31, 2025. During the period, the Company received several notices from ICICI Bank, including the notice dated September 27, 2018 for loan recall and notice of acceleration of the facility. The total outstanding amount upto March 31, 2025 was Rs. 23.60 crores i.e Rs. 21.20 crores on account of principal and Rs. 2.40 crores on account of interest accrued upto October 15, 2018 ("Cut-off date").
In accordance with the Revised Distribution Framework, two independent valuers were appointed and they have vide their report ascertained the Average Liquidation Value of NTBCL. Also, the claims management process for the Company has been concluded by Grant Thornton, with regard to both financial as well as operational creditors and their final report has been submitted to the Ultimate Holding Company as well as to the Company. Further, the distribution report has also been submitted by the advisors viz Alvarez and Marshal.
Against the outstanding amount of Rs 47.40 crores, as aforesaid, the Company has, basis the Claim Management Report, of the resolution advisors to the IL&FS Group and the recommendation of the IL&FS Group Executive Committee, made a repayment by way of an interim distribution of Rs. 23.80 crores on October 23, 2024.
The total unsecured short term loan from IL&FS Transportation Networks Limited as at March 31, 2025 is Rs. 19.30 crores inclusive of interest of Rs. 1.50 crores. The Company has provided for the said interest upto October 15, 2018 (Cut-Off date") (Previous Year outstanding is Rs. 19.30 crores inclusive of interest of Rs. 1.50 crores on account of interest accrued upto October 15, 2018, "Cut-off date).
(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 provided 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. 2.93 crores and provided the same as a part of the project cost. A sum of Rs.
0. 92 crores 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. 2.01 crores based on management estimates.
(vi) The Company on October 4, 2021 received a final Notice of demand dated September 30, 2021, from NOIDA, wherein NOIDA raised an alleged demand of Rs. 26.05 crores payable by the Company within three days of receipt thereof, failing which NOIDA threatened to remove all advertisement display on the NOIDA side of the DND Flyway. On receipt of the said Notice, the Company filed an interim application on October 4, 2021, before the Hon'ble Supreme Court. Based on the Letter of Urgency/ Mentioning filed by the Company, the matter was listed for hearing on October 26, 2021. Inspite of the Company informing all the developments at the Hon'ble Supreme Court to NOIDA, the NOIDA authorities unlawfully removed all the advertisement display from NOIDA side of DND Flyway on October 14, 2021. On October 26, 2021 the matter was not taken up for hearing by Hon'ble Supreme Court due to paucity of time. The Company once again physically mentioned the Urgency before the Hon'ble Supreme Court on October 28, 2021 and the matter was listed for hearing on November 9, 2021 and subsequently was posted for hearing on December 1, 2021 and December 7, 2021. Subsequently, on December 9, 2021, the matter was mentioned and was heard by the Hon'ble Supreme Court on December 15, 2021, January 6, 2021, January 6, 2022 and January 10, 2022. On January 19, 2022, the Hon'ble Supreme Court disposed the interim application filed on October 4, 2021, with the direction that the Company may be permitted to put up outdoor advertisement on payment of Rs. 125 per square feet per month, in advance, subject to the outcome of the SLP of 2016 filed by the Company.
During September 2018, NOIDA had served a writ of demand for an amount of Rs. 3.69 crores, in relation to revenue from advertising on the NOIDA side of the DND Flyway and an additional demand (during December 2018 and April 2019) aggregating Rs. 4.76 crores towards arrears of licence fee. The Company had requested NOIDA to keep both the demands in abeyance since the matter had been referred to Arbitration by NOIDA and further no action could be taken against the Company due to the moratorium granted in view of the NCLAT order dated October 15, 2018.
(vii) In terms of the License Agreement dated August 23, 2018 and November 1, 2018 and addendum thereto dated July
1, 2019, entered into with the erstwhile Licensee, the Company has terminated the said Contract as per the provisions thereof. The erstwhile Licensee has initiated an Arbitration proceeding against the Company. The matter is currently pending.
The Company also challenged the order of the Arbitrator dated March 3, 2023, requiring the Company to submit a fixed deposit of Rs. 5 crores with the Arbitrator till the final disposal of the matter, in the Hon'ble HC of Delhi and has been able to obtain a stay on the said order of the Arbitrator on April 12, 2023. Subsequently the matter was heard on August 9, 2023, October 16, 2023 and November 28, 2023. On November 28, 2023 the Hon'ble HC of Delhi allowed the Appeal of the Company and set aside the impugned Order dated March 3, 2023 of the Arbitrator, to the extent it directed the Company to make a deposit of Rs. 5 Crores.
The erstwhile Licensee filed an SLP on February 26, 2024 before Hon'ble Supreme Court against the order dated November 28, 2023 passed by Hon'ble HC of Delhi in favour of the Company. On April 8, 2024 the Hon'ble Supreme Court declined to interfere with the impungned order of Hon'ble HC of Delhi and accordingly the SLP filed by erstwhile Licensee was dismissed. The Process of filling Evidence Affidavit is under progress.
(viii) The Company has during recent years been served with several notices from the office of the Land Acquisition Collector (South East), Delhi on account of applications moved by the petitioners, being the owners of the lands, which were acquired for the construction of the DND flyway, and who were seeking enhancement of the monetary compensation received by them at the time of land acquisition.
The Company has responded to the above notices, mentioning that the Company has sub-leased the project lands from NOIDA vide sub-lease deed in accordance with the Concession Agreement. NOIDA has vide the sub-lease deed given an express representation to the Company that the leased lands are being vested to the Company with vacant possession and are free from encumbrances of legal as well as physical nature. Also, the Company has mentioned therein that no action can be taken against the Company on account of the moratorium granted to it vide NCLAT Order dated October 15, 2018.
In addition to the above notices, the Company is in receipt of a communication dated April 25, 2025, from the office of the Land Acquisition Collector (South East), Delhi, intimating the Company to release the enhanced aforesaid compensation aggregating Rs. 1,632.75 lakhs. The said communication was originally addressed to NOIDA authority who have purportedly mentioned that the said compensation is payable by the Company. However, for the reasons mentioned by the Company in the aforesaid notices, the Company is of the view that no liability would devolve on the Company therefrom.
(ix) Certain other matters relating to erection of advertising structure, exemption to armed forces personnel from paying toll etc. are under litigation. However based on the legal opinion, the Company believes that there is reasonable probability of success in the matters and that there will be no impact on the financial position of the Company.
35 There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.
36 Employees Post Retirement Benefits:
(a) Defined Contribution Plans
The Company has two defined contribution plans, namely provident fund and superannuation fund.
The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay with the fund every month. The benefit vests upon commencement of employment.
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 basic 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 the insurance company.
A sum of Rs. 1.59 Lakhs (on March 31, 2024, Rs. 3.04 Lakhs) has been charged to the Statement of Profit & Loss in this respect
(b) Defined Benefit Plans
The Company has defined benefit plan, namely gratuity.
Gratuity is computed as 30 days of last drawn 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 communicated by the insurer are deposited with 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 accounts on the basis of actuarial valuation.
Sensitivity Analysis of the defined benefit obligation:
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
If the discount rate is 0.50% higher (lower), the defined benefit obligation would decrease by Rs. 0.23 Lakh (increase by Rs. 0.25 Lakh) (as at March 31, 2024: decrease by Rs. 0.66 Lakh (increase by Rs. 0.69 Lakh) .
• If the expected salary growth increases (decreases) by 0.50%, the defined benefit obligation would increase by Rs. 0.25 Lakh (decrease by Rs. 0.23 Lakh) (as at March 31, 2024: increase by Rs. 0.70 Lakh (decrease by Rs. 0.67 Lakh)) .
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
The plan asset consists of a scheme of insurance taken by the Trust, which is a qualifying insurance policy. Break down of individual investments that comprise the total plan assets is not supplied by the Insurer.
37 List of Related parties and details of Transactions / Outstanding Balances:
(i) Company exercising significant influence over the Company:
Infrastructure Leasing & Financial Services Ltd - Holding Company IL&FS Transportation Network Limited- Promoter Company
# Debt is defined as long-term, current maturity of long term, short term borrowings and interest accrued thereon
* The Company has not made payment of monthly interest & quartely repayment on account of Secured Term Loan ("Facility") and based on the ICICI Bank Limited recall notice dated September 27, 2018 the outstanding balance due has been grouped by the Company as Current Borrowings.Accordingly there is no Long term debts in the company and pursuant to the Order of Hon'ble NCLAT dated October 15, 2018 & March 12, 2020, the Company has not accured any interest on its loan. Hence, Debt equity and Debt Service Coverage ratio are not applicable to Company
** The inventory pertains to the toll revenue & since the collection of the same has been suspended vis a vis the judgment dated October 26, 2016, of the Hon'ble High Court of Allahabad, there is Nil Cost of goods sold pertaining to toll revenue. Hence, inventory turnover ratio is not applicable to Company
39 Financial Instruments
39.1 Capital Management
The company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the company consists of debt (borrowings as detailed in notes) and equity of the Company (comprising issued capital and reserves).
39.3 Financial Risk Management Objectives
The main risk arising from the Company's financial instruments are cash flow interest rate risk, liquidity risk and credit risk. The board reviews and agrees policies for managing these risks as summarised below.
39.3.1 Market Risk
The company's activities expose it primarily to the financial risks of changes in interest rates.
There has been no significant change to the company's exposure to market risks or the manner in which these risks are managed and measured.
39.3.2 Interest Rate Risk Management
The company is exposed to interest rate risk because it borrows funds primarily at floating interest rates. However, the interest rates are dependent on prime lending rates of the Banks which are not expected to change very frequently and the estimate of the management is that these will not have a significant upward trend
The following tables detail the company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay.
39.3.3 Liquidity Risk
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of term loans from banks and other loan instruments.
39.3.4 Credit Risk
The Company trades only with recognised creditworthy third parties. It is the Company's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Company's exposure to bad debts is not significant.
With respect to credit risk arising from the other financial assets of the Company, which comprise cash and cash equivalents and Security Deposits with third parties, the Company's exposure to credit risk arises from default of the counter parties, with maximum exposure equal to the carrying amount of these instruments.
Since the Company trades only with recognised third parties, there is no requirement for collateral. However wherever the management considers necessary, the Company obtains collateral in the form of bank guarantees or security deposits from the third parties.
There are no significant concentrations of credit risk within the company
Management has determined that the intangible assets constitute one class of asset, based on the nature, characteristics and risk of the asset.
40 Segment Reporting
The Concession Agreement with NOIDA confers certain economic rights to the Company. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Company comprises of toll income, advertising income and other related income.
The above rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture the activities separately. As all these activities emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Company does not have different business reporting segments.
Similarly, the Company operates under a single geographical segment.
41 NOIDA has irrevocably granted to the Company the exclusive right and authority during the concession period to develop,
establish, finance, design, construct, operate, and maintain the Delhi Noida Toll Bridge as an infrastructure facility.
NOIDA has further granted the exclusive right and authority during the concession period in accordance with the terms and conditions of the agreement to:
-Enjoy complete and uninterrupted possession and control of the lands identified constituting the Delhi Noida Toll Bridge site.
-Own all or any part of the project assets.
-Determine, demand, collect, retain and appropriate a Fee from users of the Delhi Noida Toll Bridge and apply the same in order to recover the Total Cost of Project and the Returns thereon.
-Restrict the use of the Delhi Noida Toll Bridge by pedestrians, cycle rickshaws etc
-Develop, establish, finance, design, construct, operate, maintain and use any facilities to generate development income arising out of the Development Rights that may be granted in accordance with the provisions of the Concession agreement.
-Appoint subcontractors or agents on Company's behalf to assist it in fulfilling its obligations under the agreement.
SIGNIFICANT TERMS OF THE ARRANGEMENT THAT MAY AFFECT THE AMOUNT, TIMING AND CERTAINTY OF FUTURE CASH FLOW
Concession Year
The Concession Year shall commence on December 30, 1998 (the Effective Date) and shall extend until the earlier of:
• A period of 30 years from the Effective Date;
i.e the date on which the Concessionaire shall recover the total cost of the project and the returns as determined by the independent auditor and the independent engineer through the demand and collection of fee, the receipt, retention and appropriation of development income and any other method as determined by the parties or
In the event of NTBCL not recovering the total project cost and the returns thereon within the specified time, the Concession Year shall be extended by NOIDA for a period of 2 years at a time, until the total project cost and the returns thereon have not been recovered by the Concessionaire.
In the past, NOIDA has been in discussion with the Company to consider modifications of a few terms of the Concession Agreement. The Company at it's July 9, 2015 Board meeting, approved the draft proposal (subject to approval by Noida & Shareholders) for terminating the concession & handing over the bridge on March 31, 2031 & freezing the amount payable as on March 31, 2011.
Return
Return means the designated return on the Total Cost of the project recoverable by the concessionaire from the effective date at the rate of 20 % per annum.
Independent Auditor
An Independent Auditor shall be appointed for the entire term of the Concession Agreement. The Independent Auditor shall approve the format for the maintenance of accounts, the accounting standards and the method of cost accounting to be followed by the Concessionaire. The Independent Auditor shall audit, on a quarterly basis the Concessionaire's accounts.
The Independent Auditor shall also certify the Total Cost of Project outstanding and compute the returns thereon from time to time on a per annum basis.
Fees
The Concession Agreement had determined the Base Fee Rates which have been determined and set according to 1996 figures and shall be revised to determine the initial fee to be applied to the users of the project on the Project Commissioning Date (the "Initial Fee Rate"). The following are the Base Fee Rates:
The Initial Fee Rate shall be determined strictly in accordance with the increase in the CPI, based upon the Base Fee Rates as determined in the Concession Agreement and shall be revised in accordance with the following formula:
IFR = CPI (I)*Base Fee Rate/CPI (B)
Where
IFR = Initial Fee Rate
CPI ( I ) = Consumer Price Index for the month previous to the month of setting the Initial Fee Rate CPI ( B ) = Consumer Price Index of the month in which this Agreement is entered into
The Fee Rates are to be revised annually by the Fee Review Committee. Fee rates are revised as per the following formula:
RFR = CPI ( R ) * IFR / CPI ( I )
Where
RFR = Revised Fee Rate
CPI ( R ) = Consumer Price Index for the month previous to the month in which the revision is taking place CPI ( I ) = Consumer Price Index for the month previous to the month of setting the initial fee rate IFR = Initial Fee Rate Fee Review Committee
A Fee Review Committee was established which comprised of one representative each of NOIDA, the Concessionaire and a duly qualified person appointed by the representatives of NOIDA and Concessionaire who shall also be the Chairman of the Committee. The Fee Review Committee shall:
• review the need for a revision to existing rates of Fee upon occurrence of unexpected circumstances;
• review the formula for revision of fees Cost of Project and calculations of return
The total project cost shall be the aggregate of:
• Project Cost
• Major Maintenance Expenses
• Shortfalls in recovery of Returns in a specific financial year
The Project Cost had to be determined on the Project Commissioning date by the Independent Auditor with the assistance of the Independent Engineer.
The amounts available for appropriation by the Company for the purpose of recovering the total project cost and the returns thereon shall be calculated at annual intervals from the Effective Date in the following manner:
Gross revenues from Fee collections, income from advertising and development income Less: O&M expenses
Less: Taxes (excluding any customs or import duties)
Major Maintenance Expenses
'Major Maintenance Expenses' refer to all expenses incurred by the Company for any overhaul of, or major maintenance procedure for, the Delhi Noida Toll Bridge or any portion thereof that require significant disassembly or shutdown of the Delhi Noida Toll Bridge including those teardowns overhauls, capital improvements and replacements to major component thereof), which are (i) to be conducted upon the passage of the number of million standard axels or (ii) not regularly scheduled. The Independent Engineer shall determine the necessity, of conducting the major maintenance and certify that the work has been executed in accordance with specifications.
TRANSFER OF THE PROJECT UPON TERMINATION OF CONCESSION PERIOD
On the transfer date, the Company shall transfer and assign the project assets to NOIDA or its nominated agency and shall also deliver to NOIDA on such dates such operating manuals, plans, design drawings and other information as may reasonably be required by NOIDA to enable it to continue the operation of the bridge.
On the transfer date, the bridge shall be in fair condition subject to normal wear and tear having regard for the nature of asset, construction and life of the bridge as determined by the Independent Engineer. NTBCL shall ensure that on the transfer date, the bridge is in the condition so as to operate at the full rated capacity and the surface riding quality of the bridge will have a minimum performance level of 3000 - 3500 mm per Km when measured by bump integrator.
The asset shall be transferred to NOIDA for a sum of Re. 1/-. NOIDA shall be responsible for the cost and expenses in connection with the transfer of the asset.
OTHER OBLIGATIONS DURING THE CONTRACT TERM
Major Repairs and Unscheduled Maintenance
NTBCL shall inform the Independent Engineer when the work is necessary and use materials that allow for rapid return to normal service and organise work cruise to minimise disruptions. The Independent Engineer to approve work prior to commencement and after repairs are completed Independent Engineer shall confirm that maintenance/ repairs confirm to the required standards.
Overlay
Based on traffic projections and overlay and design Million Standard Axel (MSA), the Company shall indicate, in annual report vis-a-vis the MSA projections, the point of time at which the pavement shall require an 'overlay'.
Overlay is defined as a strengthening layer which is required over the entire extent of pavement of the main carriageway and cycle track without in any way effecting the safety of structures. This 'Overlay' shall be carried out by the Company upon receipt of Independent Engineer approval. The Independent Engineer can also decide an overlay on particular sections based on pavement specifications.
Liability to Third Parties
The Company shall during the Concession Year use reasonable endeavors to mitigate any liabilities to third parties as is foreseeable and arising out of loss or damage to the bridge or the project site.
42 Previous year's figures have been regrouped / rearranged wherever necessary to confirm to the classification adopted for the current year.
43 Approval of Financial Statements
The standalone financial statements were approved for issue by the Board of Directors on May 21, 2025
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