NTBCL Rights Issue Details

Private and Confidential
(Only for Equity Shareholders of the Company)
Draft Letter of Offer
NOIDA TOLL BRIDGE COMPANY LIMITED

(Incorporated on April, 8, 1996 under the Companies Act, 1956)
Registered Office: : Toll Plaza, DND Flyway, Noida 201 301, Uttar Pradesh
Tel No: 0120 2516438 / 2516447; Fax No: 0120- 2516440
(The registered office was shifted from 205, 2nd Floor, Ocean Plaza, Sector 18, Noida. 201 301 to the present
registered office from April 1, 2004)
E-mail: ntbcl@ntbcl.com
Website: www.dndflyway.com, www.ntbcl.com
Issue of 247,15,902 Equity Shares of the face value of Rs. 10/- each at a premium of Rs. ____, to the Equity
Shareholders on rights basis in the ratio of One Equity Share for every Five Equity Shares held on the
Record date (i.e. __________) aggregating to Rs. __________ (Issue)
PRICE BAND: Rs. 17 TO Rs. 20 PER EQUITY SHARE OF FACE VALUE OF RS. 10
GENERAL RISK: Investment in equity and equity related securities involve a degree of risk and investors
should not invest any funds in this offer unless they can afford to take the risk of losing their investment.
Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For
taking an investment decision, investors must rely on their own examination of the Issuer and the Offer
including the risks involved. The securities have not been recommended or approved by Securities and
Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. The
attention of the investors is drawn to the statement of Risk Factors appearing on Page no. __ of the Letter of
Offer.
ISSUERS ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts
responsibility for, and confirms that this Letter of Offer contains all information with regard to the Issuer and
the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is
true and correct in all material respects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes
this document as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect.
LISTING: The existing equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and
the National Stock Exchange of India Ltd. (Designated Stock Exchange). The equity shares to be issued
through this rights issue would also be listed on the BSE and NSE. Necessary applications for In-principal
listing approval have been made to these stock exchanges in this regard. The Company will make applications
to these Stock Exchanges for permission to deal in the Equity Shares arising out of the Issue. In-principle
approval for listing has been obtained from the above stock exchanges as under:
National Stock Exchange of India Limited
Bombay Stock Exchange Limited
Lead Manager to the Issue
SBI CAPITAL MARKETS LTD.
202, Maker Tower E

Cuffe Parade, Mumbai 400 005
Tel: (022) 22189166, Fax: (022) 22188332
E-mail: ntbcl.cmg@sbicaps.com
Registrar to the Issue

KARVY COMPUTERSHARE PRIVATE
LIMITED
46, Karvy House, Avenue 4, Street No.1,

Banjara Hills, Hyderabad 500 034
Tel: (040) 23431546, Fax: (040) 23431551
Email: mailmanager@karvy.com
ISSUE OPENS ON
LAST DATE FOR RECEIVING REQUESTS FOR SPLIT FORMS
ISSUE CLOSES ON
: ______ , 2005
: ______ , 2005
: ______ , 2005
TABLE OF CONTENTS
GENERAL TERMS & ABBREVIATIONS ............................................................................................................................................... II
RISK FACTORS AND MANAGEMENTS PERCEPTION THEREOF................................................................................................V
GENERAL INFORMATION ..................................................................................................................................................................17
CAPITAL STRUCTURE ..........................................................................................................................................................................25
OBJECTS OF THE ISSUE ...............................................................................................................................................................................31
BASIS FOR ISSUE PRICE ........................................................................................................................................................................33
TAX BENEFITS .........................................................................................................................................................................................35
INDUSTRY STRUCTURE AND DEVELOPMENT ...........................................................................................................................................43
HISTORY 44
BUSINESS OF THE COMPANY .....................................................................................................................................................................48
KEY AGREEMENTS ......................................................................................................................................................................................51
OUR MANAGEMENT ............................................................................................................................................................................56
PROMOTER AND ITS BACKGROUND .........................................................................................................................................................70
DETAILS OF OUR GROUP COMPANIES ......................................................................................................................................................86
SUBSIDIARY COMPANIES..........................................................................................................................................................................113
AUDITORS REPORT .............................................................................................................................................................................114
STOCK MARKET DATA ......................................................................................................................................................................159
MANAGEMENT DISCUSSION & ANALYSIS OF THE FINANCIAL PERFORMANCE .........................................................161
DESCRIPTION OF CERTAIN INDEBTEDNESS .............................................................................................................................................172
STATUTORY AND OTHER INFORMATION ..................................................................................................................................178
DETAILS OF OUTSTANDING LITIGATIONS AND DEFAULTS ................................................................................................181
REGULATORY APPROVALS..............................................................................................................................................................202
TERMS OF THE PRESENT ISSUE .......................................................................................................................................................205
WORKING RESULTS AND OTHER INFORMATION....................................................................................................................222
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION...........................................................................................224
DECLARATION BY DIRECTORS, CEO AND CFO........................................................................................................................... 226
AGM
Articles
AIG
AIMCF
Ashram Flyover
GENERAL TERMS & ABBREVIATIONS
AS
Auditor
Bankers to the Issue
BOOT
BSE
CA
CAF
Cap Price
Capital or Share Capital
CARE
CBDT
CDR Cell, CDR
Empowered Group
CDR Route/ Scheme
CDSL
CPI
Designated Stock Exchange
DDA
DDB
DG
Delhi Noida Toll Bridge/
Bridge
DND Flyway
DP
DPR
Draft LoF
EPC
EPS
Equity Share(s) or Share(s)
Equity Shareholder(s) or
Shareholder(s)
ESOP 2004
ETC
FCD
FEMA
FITCH
FI(s)
FII(s)
Floor price
FY/Fiscal
GIC
GoI
Annual General Meeting

Articles of Association of the Company
AIG Indian Sectoral Equity Fund
Asian Infrastructure Mezzanine Capital Fund
The Ashram Chowk flyover located at the junction of the Ring
Road and Mathura Road at Delhi.
Indian Accounting Standard
Luthra & Luthra Chartered Accountants, having their office at
A-16/9, Vasant Vihar, New Delhi
[__]
Build-Own-Operate-Transfer
Concession Agreement dated November 12, 1997 between
NOIDA, NTBCL and IL&FS
Composite Application Form
Rs.20
Share Capital of the Company
Credit Analysis & Research Limited
Central Board of Direct Taxes
Empowered Group of Banks and Financial Institutions set up as
per RBI circular No. BP.BC. 15/21.04.114/2000-01 dated August
23, 2001 for corporate debt restructuring.
Corporate Debt Restructuring Route/ Scheme
Central Depository Services (India) Limited
Consumer Price Index
National Stock Exchange of India Limited, Mumbai (NSE)
Delhi Development Authority
Deep Discount Bond
Delhi Government
The bridge connecting Maharani Bagh at Delhi end with Sectors
15A/16A at the Noida end and includes (a) an eight lane 552.5
meter bridge over the Yamuna River, (b) three interchange
bridges, (c) cloverleaf flyovers, (d) a toll plaza located at Noida,
(e) river protection works and (f) inter-change roads to interface
with existing road network.
Delhi Noida Toll Bridge including the Ashram Flyover
Depository Participant
Detailed Project Report
Draft Letter of Offer filed with SEBI for its comments and
clearance
Engineering, Procurement and Construction
Earnings Per Share
Shall mean the equity share(s) of the Company having the face
value of Rs. 10/
Shall mean holder(s) of Equity Shares(s)
Employees Stock Option Plan 2004
Electronic Toll Collection System
Fully Convertible Debentures
Foreign Exchange Management Act, 1999 and amendments
thereto
Fitch Ratings India Private Limited
Financial Institution(s)
Foreign Institutional Investor(s) registered with SEBI under
applicable laws
Being Rs.17
Financial Year ending March 31 or December 31, as the case may
be
General Insurance Corporation of India
Government of India
ii
GoUP
IDFC
IL&FS/ IL&FS Ltd.
Investor(s)/Applicant(s)
Issue Price/ Price
IT Act
ITAT
IPO
LIC
LoF
Memorandum
MF(s)
MMC
MoU
NCT Delhi
NIAC
Noida
NOIDA
NR
NRI(s)
NTBCL, the Company, the
Issuer/we/us/our
NSDL
OCB
O&M
O&M Contractor
PAP
PCU
PLR/PTR
Price Band
Promoters
RBI
Record Date
Rights Issue/Issue/Offer
Rights Issue Price/Issue

Price
Registrar / Registrar to
Issue
Renouncee(s)
Rights Entitlement
RoC
Stock Exchange
SEBI
SEBI Act
SEBI DIP Guidelines
Government of Uttar Pradesh

Infrastructure Development Finance Company Limited
Infrastructure Leasing & Financial Services Limited
Shall mean holders of Equity Shares of the Company as on the
Record Date, i.e., [_______] and Renouncees
The final price at which Rights Issue will be offered in terms of
this Draft Letter of Offer and Letter of Offer to be determined
before or at the time of fixing record date, being Rs.[---]
Income Tax Act, 1961 and amendments thereto
Income Tax Appellate Tribunal
Initial Public Offer
Life Insurance Corporation of India
Letter of Offer dated [_________] as filed with the Stock
Exchanges after incorporating the comments of SEBI on the
Draft LoF
Memorandum of Association of the Company
Mutual Fund(s)
M/s Mitsui Marubeni Corporation
Memorandum of Understanding
National Capital Territory of Delhi
New India Assurance Company Limited
NOIDA Area
New Okhla Industrial Development Authority
Non-Resident
Non-Resident Indian(s)
Noida Toll Bridge Company Limited
National Securities Depository Limited
Overseas Corporate Bodies
Operations and Maintenance
Intertoll Management Services BV, Netherlands
Project Affected Persons
Passenger Car Units
Prime lending rate
Being the price band of a minimum price of Rs. 17 and the
maximum price of Rs. 20
Reserve Bank of India
[___]
Rights Issue of 247,15,902 Equity Shares of the face value of Rs.
10/- each at a premium of Rs. ____, in the ratio of One (1) Equity
Share for every Five (5) Equity Shares held on the Record date
(i.e. __________) aggregating to Rs. __________
Rs. [________] per Equity Share
Karvy Computershare Private Limited
Shall mean the person(s) who have acquired Rights Entitlements
from the Shareholders
The number of Equity Shares a Shareholder is entitled to in
proportion to his/her shareholding in the Company as on the
Record Date
Registrar of Companies, Kanpur
Shall mean BSE and NSE, where the Shares of the Company are
listed and where rights issue pursuant to this letter of Offer are
proposed to be listed.
Securities and Exchange Board of India
Securities and Exchange Board of India Act, 1992 and
amendments thereto
The SEBI (Disclosure and Investor Protection) Guidelines, 2000
and amendments thereto
iii
SIA
SPV
SEBI Takeover
Code/Takeover Code
the Act
the Board
U.P. Stock Exchange
Association Limited /
UPSE
USD
VOC
WSA Study
Secretariat of Industrial Assistance

Special Purpose Vehicle
The SEBI (Substantial Acquisitions of Shares and Takeovers)
Regulations, 1997 and amendments thereto
The Companies Act, 1956
The Board of Directors of NTBCL
Uttar Pradesh Stock Exchange Association Limited, Kanpur
United States of America Dollar
Vehicle Operating Cost
Wilbur Smith Associates Study undertaken in April 2002
In this Letter of Offer, the terms we, us, our, the Company, its, Companys, NTBCL, or Issuer,
unless the context otherwise implies, refer to Noida Toll Bridge Company Limited, a company incorporated on
August 8 , 1996 under the Companies Act, 1956.
All references to Rs. refer to Rupees, the lawful currency of India. Any discrepancies in any table between
total and the sums of the amount listed are due to rounding off.
iv
RISK FACTORS AND MANAGEMENTS PERCEPTION THEREOF

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Letter of Offer, including the risks and uncertainties described below, before
making an investment in our Equity Shares. If any of the following risks actually occur, our business,
results of operations and financial condition could suffer, the price of our Equity Shares could decline,
and you may lose all or part of your investment. The financial and other implications of material
impact of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned
below. However there are a few risk factors where the impact is not quantifiable and hence the same
has not been disclosed in such risk factors.
Internal to the Company

1) SEBI, BSE AND NSE HAVE IMPOSED PENALTIES/ISSUED SHOW CAUSE NOTICES
ON/TO THE PROMOTER AND PROMOTER GROUP COMPANIES:
Promoter Infrastructure Leasing & Financial Services Limited
SEBI, upon an inspection, has issued a show cause notice no. MIRSD/DPS/-2/8138/2004
dated May 6, 2004, for alleged violation of certain requirements stipulated by the SEBI
(Depositories and Participants) Regulation, 1996, including opening beneficiary accounts
without obtaining proof of, or verifying the, identity, or address, and thereby violating the
provisions of SEBI Circular No. SMDRP/Policy/Cir-36/2000 dated August 04, 2000, opening
of accounts without proper documentation, delay in closure of beneficiary accounts, nonmention of ISIN, incorrect ISIN, mention of extra account holders and absence of beneficiary
on the dematerialized request form. The notice also alleges that certain investor complaints
were not recorded, the complaints register was not maintained and correspondence regarding
complaints was not maintained for the period prior to June 2000. This was also in violation of
Regulation 20 (2)(e) of the SEBI (Depositories and Participants) Regulation, 1996, which
mandates grievance redressal, for which proper inwarding system, proper records are
essential. The matter is yet to be heard by SEBI.
SEBI, upon an inspection, has issued a show cause notice no. A&E/GBR/227652004 dated
October 6, 2004, alleging that agreements with the beneficial owners were not entered into,
that beneficiary owner accounts were opened without following the procedure mandated by
circular no. SMDRP/POLICY/CIT-36/2000 issued by SEBI and that there was co-mingling
and mixing of the securities of the beneficial owners thereby violating regulation 42(1) of the
SEBI (Depositories and Participants) Regulation, 1996. . The matter has been heard and a
penalty of Rs. 25,000/ was levied on IL&FS and the penalty amount has been paid to SEBI.
Securities and Exchange Board of India (SEBI) has imposed a penalty of Rs. 1,00,000/- on
IL&FS as a Clearing Member of NSE for violation of NSE norms regarding Client Level Limit.
This has been paid to SEBI.
Promoter Group Company - IL&FS Investsmart Limited
NSE has issued a notice dated April 7, 2004 observing that some of the trades executed by a
Kolkata based client of IL&FSIL were purportedly synchronized trades. IL&FSIL has replied
to the notice. NSE has considered the matter and has debited a fine of Rs. 50,000/.
SEBI has imposed a monetary penalty of Rs. 2,00,000/- on IL&FSIL on November 18, 2004 as
a part of an adjudication proceeding pertaining to its broking activity. The penalt has been
duly paid.
NSE vide its notice dated July 22, 2004 has observed in its F&O Inspection findings in 2003-04,
non-compliance pertaining to delay in payment of corporate benefits, in accurate margin
reporting, etc. which were of technical nature. IL&FSIL has replied to the notice and has taken
necessary corrective action. The matter was heard by NSE and a sum of Rs.1,90,000/- was
imposed as penalty. IL&FSIL has represented vide its letter dated June 15, 2005 contested the
penalty amount to Rs.1,15,000/- out of the penalty of Rs.1,90,000/- imposed by NSE.
SEBI has issued a notice dated November 24, 2004 under Regulation 6 of SEBI (Procedure for
Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2003 pertaining to
secondary market operations of IL&FSIL. The notice has been responded to on January 11,
2005 and hearing on the enquiry was held on February 14, 2005. Decision of the SEBI in this
regard is still pending.
BSE has issued a show cause notice bearing reference no. SUR/INV/MB/MMTC/01/200506/SC dated May 2, 2005 warning IL&FSIL that its client contributed to the rise in the price of
a scrip by entering into self-trades during the period February 15, 2005 to March 9, 2005. The
same was replied by IL&FSIL vide its letter dated May 10, 2005 and BSE has advised IL&FSIL
to exercise caution and due diligence while dealing on behalf of its clients.
Please refer to the Outstanding Litigation and Defaults on page [] of this Draft Letter of
Offer.
2) Companys indebtedness could adversely affect its financial condition and results of
operations.
Company has entered into agreements with certain banks and financial institutions for long term
borrowings. Some of these agreements contain certain restrictive covenants, such as requiring
consent of the lenders, inter alia, for issuance of new shares, creating further encumbrances on its
assets, disposing of its assets, declaring dividends or incurring capital expenditures beyond
certain limits. Some of these borrowings also contain covenants which limit Companys ability to
make any change or alteration in our capital structure, make investments, effect any scheme of
amalgamation or restructuring. In addition, certain of these borrowings contain financial
covenants, which require Company to maintain, among other matters, specified net worth to
assets ratio, debt service cover ratio, and maintenance of security coverage. There can be no
assurance that Company will be able to comply with these financial or other covenants or that it
will be able to obtain the consents necessary to take the actions we believe are necessary to
operate and grow our business.
3) The Promoter of the Company currently holds 33.18% of the present equity capital. As the largest
stakeholder, the Promoter may have the ability to determine the outcome of any shareholder
resolution. Further the shareholders agreements (including amendments) grants certain rights to
other institutional investors with regard to appointment of directors, conduct of board meetings,
affirmative voting rights etc. as explained under Key Agreement on page ___ of the Draft Letter
of Offer. There can be no assurance that the principal shareholders in the shareholders agreement
will not have conflicts of interest. Any such conflicts may adversely affect the Companys ability
to execute its business strategy or to operate its business. Such conflicts may also result in a delay
or prevention of significant corporate actions, which could have been beneficial to the Company
and the investors.
4) The Company has revalued its land aggregating 34.408 acres pertaining to Noida side by a
professional valuer on realisable value basis in 2003-2004. The said land having a net book value
of Rs. 55.20 lakhs was revalued at Rs 13,505.64 lakhs. After obtaining approval from shareholders
and lenders, a portion of revalued land agreegating 30.493 acres has been sold to DND Flyway
Ltd. a wholly owned subsidiary in 2003-2004 for a consideration of Rs. 10,348.42 lakhs.
vi
Consequent to such transfer, proportionate transfer of Rs. 10,299.50 lakhs has been made from
revaluation reserves to general reserves.
As a result ot this transaction, the adjusted networth of the Company on standalone basis has
increased by Rs. 10,299.50 lakhs as on March 31, 2004 and March 31, 2005. While calculating the
adjusted networth of the Company on consolidated basis, the impact of such transfer has not been
taken into account. The networth of the Company and net asset value per share on standalone
basis and consolidated basis is given as below:
Networth (Rs. in
lakhs)
Net asset value per
share (Rs.)
2002-03
3,644.71
2.98
Standlone basis
2003-04
2004-05
12,231.72
10,733.59
9.99
8.77
Consolidated basis
2002-03
2003-04
2004-05
1,931.37
432.65
-
1.58
0.35
5) Under the Concession Agreement, the Company, has a right to invoke development rights, for
development of property and assets that are not anticipated to be part of the Bridge Project, in
order to augment the toll revenues, in case of a shortfall in the same. The Company has invoked
the development rights under the Concession Agreement, and has incorporated a wholly owned
subsidiary, namely, DND Flyway Limited for development of property.
In pursuance of the above stated, the Company has entered into a sub-lease agreement with DND
Flyway Limited, on March 31, 2004, for sub-lease of surplus lands situated in NOIDA. The land
aggregating to 30.493 acres, was subleased for a consideration of Rs. 10,348.42 lakhs and an
annual rent of Rs. 1 as sub-lease rent.
DND Flyway Limited, will make the repayment for transfer of land, after it earn revenues from
developing the property. It is in the process of receiving approval from regulatory authorities for
developing rights on land. As a result, Company has not received any consideration for transfer
of land tilldate, and will not receive any consideration till property is developed and revenues are
earned by DND Flyway Limited. Any delay in the receipt of consideration from DND Flyway
Limited will have a bearing on the financials of the Company
6)
Company is involved in several litigation proceedings and cannot assure that it will prevail in
these actions.
There are outstanding litigations against the Company, its directors, Promoters and group
companies. Company is a defendant in legal proceedings incidental to its business and
operations. These legal proceedings are pending at different levels of adjudication before various
courts and tribunals. Should any new developments arise, such as a change in Indian law or
rulings against the Company by appellate courts or tribunals, the Company may need to make
provisions in its financial statements, which could adversely impact its business results.
Furthermore, if significant claims are determined against the Company and it is required to pay
all or a portion of the disputed amounts, it could have a material adverse effect on its business
and profitability.
A) Material Litigations involving the Company
Scheme of Arrangement
A Scheme of Arrangement for restructuring of the secured debt including Deep Discount Bonds
of the Company has been filed for approval of the Honourable High Court of Allahabad under
Section 391 of the Act (for detail please refer to para "Outstanding Litigation" appearing later in
vii
this Draft Letter of Offer. In case the High Court does not approve restructuring of the debt, this
will have a bearing on the financial condition of the Company.
Arbitration Proceedings
Arbitration proceedings are pending between the Company and its EPC contractor i.e., M/s
MMC. The outcome of the arbitration proceedings cannot be predicted at this stage. Any adverse
outcome against the Company could have a bearing on the financials of the Company. M/s MMC
have filed claims aggregating Rs 1581 lakhs against the Company so far, while the Company has
so far filed claims aggregating Rs 607 lakhs.
Criminal Proceedings
There is one criminal case filed by the Company against NCR Land Developers and Others
Civil Proceedings
There are about 7 civil cases involving the Company against various parties in different courts.
No monetary claim has been made against the Company.
B) Material Litigations involving the Directors
One complaint was filed by the Registrar of Companies, Delhi against HB Holdings Limited,
Delhi, in which the Chairman of the Company, Mr. Gopi Arora was a director for a few months in
1994-95. The case pertains to disclosures made in the prospectus for a public issue. Currently, the
proceedings are stayed.
C) Material Litigations involving the Promoter
Civil Proceedings
There are 7 cases involving the Promoter for recovery of claims in various courts amounting to
Rs. 12,34,44,801/
viii
D) Material Litigations involving the Promoter group companies

(i) IL&FS Education & Technology Services (IETS)
Civil Proceedings
IETS has filed 4 cases in various courts for recovery of claims amounting to Rs. 35, 43,659.
(ii) IPFonline Limited (IPFO)
IPFO has filed two cases claiming damages amounting to Rs. 10,00,000 for violation of its
intellectual property rights
(iii) Tamil Nadu Road Development Company Ltd. (TNRDC)
Tax Proceedings
There are two income tax appeals pending before the appellate tribunal in relation to the
assessment years 2000-01 and 2001-02
Civil Proceedings
There are four civil cases pending in various courts
(iv) IL&FS Infrastructure Development Corporation Limited (IIDCL)
Labour Proceedings
There is one labour case against IIDCL pending in Labour Court at Mumbai.
(v) IL&FS Investmart limited (IL&FSIL)
Criminal Proceedings:
IL&FSIL has filed 12 criminal compliants for dishonour of cheques under the Negotiable
Instruments Act, 1881 in various courts aggregating to Rs. 8,52,536.03
Civil Proceedings:
There are three cases pending against IL&FSIL for recovery of claims in various courts
amouting to Rs. 960143.61.
(vi) Gujarat Toll Road Investment Company Limited (GTRICL)
Civil Proceedings:
There are two cases pending involving GTRICL in various courts.
(vii) ORIX Auto and Business Solutions Ltd. (OABS)
Criminal Proceedings:
There are three criminal cases filed against OABS in relation to repossession of vehicles
financed by OABS.
ix
OABS has filed 83 criminal complaints against various persons before various courts in relation
to dishonoured cheques under Section 138 of the Negotiable Instruments Act, 1881.
Civil Proceedings
There are 12 cases pending against OABS for recovery of claims in various courts amouting to
Rs. 7,10,000
There are four arbitration procedings pending for recovery of claims amounting to Rs. 47,69,422
by the OABS.
Labour Proceedings
There is one labour case against OABS. No monetary claim has been made against OABS.
(viii) Colliers International (India) Property Services Pvt. Ltd. (Colliers)
Labour Proceedings
There are two cases filed against Colliers in the Labour Court, Bandra, Mumbai, claiming
reinstatement and back wages aggregating to Rs. 3,69,022
For further details, please refer to the Outstanding Litigation and Defaults on page [] of this
Draft Letter of Offer.
7) The Company presently generates revenues through levy of toll, for use of Delhi Noida Toll
Bridge by commuters. The use of Delhi Noida Toll Bridge by commuters is dependent on various
factors including toll charges, total travelling time and savings in vehicle operating cost. The
competing bridges (Nizamuddin Bridge and Okhla Barrage) are toll free.
Management Perception: The Delhi Noida Toll Bridge is an eight lane link over the Yamuna
river connecting Maharani Bagh (on Delhi side) with Sector 15A/16A on the Noida side. The
Bridge offers advantage in terms of saving in distance and time, vehicle operating cost and
convenience as compared to the other toll free roads. The Delhi Noida Toll Bridge is designed
for average speed of 80 kmph and average travel time taken between South Delhi and Noida via
Delhi Noida Toll Bridge is about 6-8 minutes.
8) CDR package approved by the CDR Cell was subject to certain terms and conditions and
completion of the same within stipulated time:
Implementation of Sector 14A link (now called Mayur Vihar link) to connect Noida Toll
Bridge with Mayur Vihar by March 2004
South Link 2 way, which will connect Noida Toll bridge with the Kalindi Bypass (which is
presently under implementation by the Govt. of Delhi) by March 2006.
Enter into Development Right Agreement to the satisfaction of the lenders
Raising of capital (Rs. 25 crores) including SEBI formalities to be completed by March, 2003.
The Company has not met with these conditions.

Management Perception: The Company has kept the lenders and CDR Cell informed about the
delays in implementation of the network improvement measures and the reasons thereof. The
Company proposes to implement the network improvement measures in phases.
9) The shortfall in the projected levels of toll collections has resulted in losses for the Company since
inception. These losses had constrained the Company from servicing its existing borrowings and
it had approached its lenders for restructuring of term loans. The lenders have revised the terms
of repayment and interest rate chargeable on the restructured loan. For details refer para Debt
Restructuring Plan on page no ____.
Management Perception: The debt restructuring programme has been executed through the
Corporate Debt Restructuring (CDR) Scheme formulated by the Reserve Bank of India. The
Company has received approval from CDR Cell for restructuring of its debt w.e.f. April 1, 2002,
which specifies terms and conditions of the debt restructuring and has appointed State Bank of
India as the Monitoring Agency to review the performance of the Company. Further, the
Company is proposing to repay certain of the existing debts envisaged in the CDR package out of
the proceeds of the Rights Issue.
10) The projected level of commercial traffic on the Bridge has not materialised since inception. This
has adversely affected the revenues from toll collection. The Company has been incurrng losses
since inception and has not paid any dividends so far. The net loss for the year 2004-05 is Rs.
1649.83 lakhs and for the half year ended ended September, 2005 is Rs. 631.11 lakhs.
Management Perception: (i) The traffic has shown a positive growth rate of 11% p.a during
2004-2005 over the previous year. The average daily traffic (ADT) during the year was 52,860
vehicles as against 47,547 vehicles in the previous year 2003-04. The average daily traffic for the
period April-September 2005 has further improved to 58,621, an increase of 16% over the
corresponding period in the previous year.
(ii) The Company has entered into a Concession Agreement with NOIDA in respect of the Noida
Toll Bridge project. The Concession Agreement provides that in case of insufficient income from
toll revenues to recover the total project cost and the designated return of 20% on the total
project cost, the Company may be granted, at the discretion of NOIDA, land development rights.
This would enable the Company to generate developmental income. The Company has already
received an in-principle approval No. Noida/ACEO(S)/NTB/2001/26 dated May 6, 2001
from New Okhla Industrial Development Authority for development of additional projects to
secure economic viability of toll bridge. In the event the Company has not recovered the total
cost of the project and the designated return of 20% on the total project cost over the concession
period of 30 years, the CA further provides for an extension of concession period for a period of
two years at a time, till the total cost of the project together with the assured return of 20% on the
total project cost is recovered by the Company. (Please refer to Key Agreements on page ___ in
this Draft LoF).
11) The Company requires certain approvals and permits from government and regulatory
authorities for implementing the Land Development Rights. If it fail to obtain approval of any of
these approvals for implementation of the land development rights, the Companys ability to
generate additional income to make up for the shortfall in toll revenues may be adversely
affected.
Management Perception: The Concession Agreement provides for grant of Land Development
Rights to the Company, subject to the discretion of NOIDA, to support any shortfall in the
revenues of the Company required to earn the total project cost and assured return of 20% on the
project cost over the concession period. The Company has in its possession 100 acres of land out
of which 34 acres are in Noida and the balance are in Delhi. The Company has received in
principle approval from NOIDA for development of rights. For more information, see
Regulatory Approvals on page [] of this Draft Letter of Offer.
xi
12) M/s Intertoll, a reputed O&M Contractor has been appointed by the Company for operations and
maintainence of the Noida Toll Bridge as well as for toll collections. M/s Intertoll uses an
Automatic Vehicle Classification System (AVC), which has demonstrated accuracy levels of 99.5%
for collection of toll fees. However, there exists a risk of underreporting of toll revenues collected,
which could have a bearing on the financials of the Company.
Management Perception:. The fees payable to O&M Contractor are entirely variable for the first
10 years and for the rest of the period the fees payable will consist of a fixed fee and variable fee
on a per transaction basis. The above payment structure is expected to provide an incentive to
the operator to effectively collect tolls. In addition, Intertolls 8.64% equity stake in the Company
would further ensure their commitment. It is expected that the variable fee structure to O&M
Contractor will ensure adequate precautions are taken by the O&M contractor to prevent
leakage of toll revenue.
The O&M contractor is the trustee of all toll collected and is liable for loss of tolls prior to deposit
in the Toll Account. Fiduciary insurance cover against theft of money in safe or transit has been
taken.
Any misclassification of vehicles or under/over collection are reported by the AVC system at the
end of each shift for each transaction basis and the toll collectors are personally held accountable
for such differences. The maximum permissible leakage specified in the O&M contract is 0.1%
and anything beyond that will have to be compensated by the O&M Contractor. Please refer
Key Agreements on page___ of the Draft Letter of Offer.
13) The Company has entered into an O&M agreement dated December 21, 1998 with M/s Intertoll.
The agreement provides for routine and periodic maintainence of the Noida Toll Bridge including
roadsurface overlays, replacement and maintainence of bridge equipment. Poor maintainence of
the Noida Toll Bridge might affect the flow of traffic on it and consequently have a bearing on the
toll collections of the Company.
Management Perception: The O&M Contract defines the minimum performance standards both
for the maintenance of the infrastructure and for meeting the service quality level. The O&M
Contract also provides for a schedule of penalties payable by the O&M Contractor to the
Company in the event of non-performance or deviation from minimum performance standards,
which includes inter-alia, maintenance of the facility within prescribed standards. The O&M
Contractor has deposited a sum of Rs 10 crore performance bond with the Company as surety. An
Independent Engineer has been appointed as per the provision s of the Concession Agreement to
monitor the performance of the O&M contractor.
14) Promises v/s Performance for initial public issue in 1999: The Company has not achieved the
projected financial performance for the FY2002, FY2003 and FY 2004 as given in the prospectus
for the IPO made in October 1999. For details refer to the para on Promises v/s Performance on
page no___.
Management Perception: The Company did not achieve the projected financial performance
because of the shortfall in actual traffic versus projected traffic which was due to the following
reasons:
General slow down in economy during FY 2002 and FY 2003.

Shift in growth impetus from Noida to Gurgaon.
Delay in commissioning of Ashram Flyover.
xii
15) Loss Making Ventures of the Promoter

The Promoter is involved in the business of infrastructure development. For undertaking its
activities in the infrastructure sector, it has set up a number of ventures. Some of the ventures set
up by the Promoter have incurred losses in the previous years and some of them have negative
networth. Details of ventures which have incurred loss in the FY05 and/or ventures with
negative networth as on March 31, 2005 are as follows:
Sr.No.
Name of the Company
1.
2.
MP Toll Roads Ltd.

Tamil Nadu Water Investment Company
Limited
IL&FS Education and Technology Services
Limited
Gujarat Toll Road Investment Company
Limited
TVC India Private Limited
RIDCOR
IL&FS Finvest Ltd.
3.
5.
7.
8.
9.
Profit After Tax

(Rs. In Lakhs)
(190.14)
(605.71)
Net Worth
(Rs. in Lakhs)
(998.24)
19046.78
(562.98)
1868.37
(1911.64)
16733.53
(208.55)
(29.50)
(196.40)
(1192.67)
970.50
2319.22
16) Regulatory and Administrative risk

The CA provides for revision of toll fees. As per the CA, a Fee Review Committee has been
formed with representatives of NOIDA, the Company and an external independent expert for
recommending toll revisions. The revisions determined by the Fee Review Committee will have
to be notified by NOIDA. In the event there is a delay in notification of the revised toll fees, this
could have a bearing on the financial condition of the Company.
Management Perception: The toll revisions are being determined and implemented annually.
Upon final determination by the Fee Review Committee with respect to toll rate revision, NOIDA
is required to promptly pass appropriate notifications without demur for affecting the revision to
the toll fee and shall revise the toll fee rates within 30 days from the date of decision of the Fee
Review Committee.
17) Contingent Liabilities and Miscellaneous Expenditure not written off
As on September 30, 2005, Rs.166.30 lakhs on account of contracts remaining to be executed on
capital account, Rs. 80 lakhs on account of claims acknowledged by the Company as debt and
Rs.2512.60 lakhs on account of arbitration proceedings pending between the Company and its
EPC Contractor.
For details refer to the para on Auditors Report on page no___.
18) The Concession Agreement is the basis for carrying on the Noida Toll Bridge project. Termination
or breach of the Concession Agreement by NOIDA or the Company could adversely affect the
operations and financial condition of the Company. Further, breach or termination of the Support
Agreement executed by Govt of UP or Delhi Government for extending co-operation to NOIDA
in relation to the Noida Toll Bridge project could adversely affect the operation of the Noida Toll
Bridge.
xiii
Management Perception: Termination of the Concession Agreement by NOIDA, Change in law

by NOIDA, Breach by GoUP or DG of the Support Agreement will be treated as event of default
by NOIDA and NOIDA shall pay to the Company all sums due to the Lenders the total project
cost with 20% returns and cost of transferring the project assets less any cash reserves created for
debt service and proceeds from insurance covers.
In the event the Company breaches its obligations or suspends the performance of its obligations
for 90 consecutive days, under the Concession Agreement or terminates the Concession
Agreement, it will be treated as event of default by the Company and NOIDA shall pay to the
Company all sums due to the lenders and cost of transferring the project assets less any debt
service reserve and insurance proceeds.
External to the Company

1) Natural Calamities
The existing Bridge and new projects that may be undertaken is subject to events of force majeure,
like earthquakes, epidemics, natural disasters and floods etc. The occurrence of any of such events
could have a material adverse effect on the business and profitability of the Company.
Management Perception: The Company has adequate insurance to cover the risk of damage to
facilities and consequent loss of revenue by the Standard Fire and Special Perils Policy. Also, any
loss of income due to the above risks over a period of 18 months has been covered separately
through a Consequential Loss Policy. Events such as earthquakes, epidemics, natural disasters
and floods etc, will be treated as Natural Force Majeure events under the CA. If either the
Company or NOIDA elect to terminate the CA on continuance of Natural Force Majeure events
beyond a period of 14 days, as per the procedure laid down under the CA, failing the exercise of
step-in rights by the Lenders, NOIDA shall pay to the Company amount equivalent to the
aggregate of Lenders dues, cost of transferring the Project assets to NOIDA or any agency
nominated by NOIDA less Debt Service Reserve provided the reserve has been utilized for the
purpose for which it was created and Insurance proceeds determined by an Independent Auditor.
2) Changes in Government Policies
Noida Toll bridge connects State of Delhi and State of Uttar Pradesh. There remains a possibility
of nationalization of the infrastructure services provided by the Company. Nationalization of the
infrastructure services provided by the Copany could impact the financial health of operational
performance of the Company.
Management Perception: Nationalization will be treated as an event of force majeure under the
head Direct Political Event under the CA. If either the Company or NOIDA elect to terminate
the CA on continuance such events beyond a period of 14 days, as per the procedure laid down
under the CA, failing the exercise of step-in rights by the Lenders, NOIDA shall pay to the
Company amount equivalent to the aggregate of Lenders dues, cost of transferring the Project
assets to NOIDA or any agency nominated by NOIDA, 20% equity return less Debt Service
Reserve provided the reserve has been utilized for the purpose for which it was created and
Insurance proceeds determined by an Independent Auditor.
3) Assumption of temporary control
As per the CA, NOIDA can assume temporary control of the Bridge in the event of national or
state emergency upon seven days written notice to the Company.
Management Perception: The Company can regain the control of the Bridge within three days of
the termination of such national or state emergency. However, if such national or state
xiv
emergencies extend beyond three months, it will be treated as an event of force majeure under the
head Direct Political Event. If either the Company or NOIDA elect to terminate the CA on
continuance such force majeure events beyond a period of 14 days, as per the procedure laid
down under the CA, failing the exercise of step-in rights by the Lenders, NOIDA shall pay to the
Company amount equivalent to the aggregate of Lenders dues, cost of transferring the Project
assets to NOIDA or any agency nominated by NOIDA, 20% equity return less Debt Service
Reserve provided the reserve has been utilized for the purpose for which it was created and
Insurance proceeds determined by an Independent Auditor.
4) Event of war, strikes, lockouts
The infrastructure services provided by NTBCL may have to be suspended in the event of war,
strikes & lock-outs, civil riots/commotion, terrorist or other similar events. The occurrence of any
of the said events could addversely affect the revenues of the Company.
Management Perception: Events such as war, strikes, lockouts etc will be treated as an event of
force majeure under the head Indirect Political Event under the CA. If either the Company or
NOIDA elect to terminate the CA on continuance of such events beyond a period of 14 days, as
per the procedure laid down under the CA, failing the exercise of step-in rights by the Lenders,
NOIDA shall pay to the Company amount equivalent to the aggregate of Lenders dues, cost of
transferring the Project assets to NOIDA or any agency nominated by NOIDA, 10% equity return
less Debt Service Reserve provided the reserve has been utilized for the purpose for which it was
created and Insurance proceeds determined by an Independent Auditor.
Notes:
Networth of the Company as on 30th September 2005 is Rs. 10,222.42 lakhs on standalone
basis and Rs.(78.80) lakhs on a consolidated basis. The size of the present issue is Rs. _______
Crores.
The Book Value per share as on 30th September 2005 for Rs. 10 face value on standalone basis
is Rs. 8.32 and on consolidated basis is Rs.(0.06).
The cost of the shares to the promoters i.e. IL&FS Ltd is Rs.11.22/- per share.
During the financial year ended March 31, 2005, transactions took place between the
Company and the promoter and the other ventures with which the promoter is associated.
For details please refer Financial Statements on page ____ of the Draft Letter of Offer.
For details on the interest of promoter, director and key management personnel, please refer
Promoter, interest of director and Key Functionaries of the Company on page ____,
_____ and _____ respectively of the Draft Letter of Offer.
xv
xvi

(Incorporated on April, 8, 1996 under the Companies Act, 1956)
Tel No: 0120 2516438 / 2516447; Fax No: 0120- 2516440

(The registered office was shifted from 205, 2nd Floor, Ocean Plaza, Sector 18, Noida. 201 301 to present registered
office on April 1, 2004)
GENERAL INFORMATION
Dear Shareholder(s),
Your Board of Directors is pleased to make an offer of 247,15,902 Equity Shares of Rs. 10/- each for
cash at a premium of Rs. ____, aggregating Rs. ____ crores to the existing shareholders of the
Company on Rights basis in the ratio of One equity share of Rs. 10/- each for every 5 equity shares of
Rs. 10/- each held on the Record date (i.e. _________________). The company has fixed the price band
of Rs.17 to Rs.20, the Floor Price being Rs.17 and Cap Price being Rs.20. The Issue Price will be fixed
on or before the fixation of Record Date.
NAME AND ADDRESS OF THE COMPANY
Tel No: 0120 2516438 / 2516447; Fax No: 0120- 2516440
Website: www.dndflyway.com , www.ntbcl.com
IMPORTANT
1.
The present Rights Issue is made pursuant to the resolutions passed by the Board of Directors at
their meeting held on September 28, 2005 and October 19, 2005 and Rights Issue Committee of
Directors meeting held on October 6, 2005 decided to issue shares to existing shareholders in the
ratio of One equity share of Rs. 10/- per share for every Five equity shares held on the Record
date (i.e. _____________) for cash at a premium of Rs. ____, aggregating Rs. ____ crores.
2.
This offer is applicable only to those equity shareholders of the Company whose names appear as
beneficial owners as per the list to be furnished by the depositories in respect of the shares held in
the electronic form and on the Register of Members of the Bank in respect of shares held in
physical form as on Record date i.e. ______, 2005. Please read this Letter of Offer (LoF) carefully.
The instructions contained in the accompanying Composite Application Form (CAF) are an
integral part of the conditions of this LoF and must be carefully followed, otherwise the
application is liable to be rejected.
All inquiries in connection with this LoF or the accompanying CAF and requests for split forms
must be addressed (quoting the Registered Folio Number, DP ID, DP name and Beneficiary ID,
the CAF Number and the name of the first shareholder as mentioned on the CAF and
superscribed Noida Toll Bridge Company Limited Rights Issue on the envelope) to the
Registrar to the Issue at the following address: KARVY COMPUTERSHARE PRIVATE
17
LIMITED, Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034, Tel:
(040) 23312454, Fax: (040) 23311968, E-mail: mailmanager@karvy.com.
3.
In case the original CAF is not received, or is misplaced by the applicant, the Registrar will issue a
duplicate CAF on the request of the applicant who should furnish the Registered Folio
Number/DP ID, DP name and Beneficiary ID and his/her full name and address to the Registrars
to the Issue. Please note that those who are making the application in the duplicate form should
not utilise the standard CAF for any purpose including renunciation, even if it is received
subsequently. If the applicant violates any of these requirements, he/she shall face the risk of
rejection of both the applications.
4.
The Rights Issue will be kept open for a minimum period of 30 days. If extended, it will be
kept open for a maximum of 60 days.
ELIGIBILITY FOR THE ISSUE

NTBCL is an existing listed Company whose Equity shares are listed on NSE and BSE. The Company
is eligible to offer this Rights Issue in terms of clause 2.4.1 (iv) of the SEBI guidelines.
DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE LETTER OF
OFFER TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. SBI
CAPITAL MARKETS LTD., THE LEAD MANAGER TO THE ISSUE, HAS CERTIFIED THAT
THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR DISCLOSURE AND INVESTOR
PROTECTION IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE
PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE. THE
LEAD MANAGER, SBI CAPITAL MARKETS LTD. HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED ____________, IN ACCORDANCE WITH SEBI (MERCHANT BANKERS)
REGULATIONS 1992, WHICH READS AS FOLLOWS:
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTE WITH
COLLABORATORS, ETC., AND OTHER MATERIALS IN CONNECTION WITH THE
FINALISATION OF THE DRAFT LETTER OF OFFER PERTAINING TO THE SAID ISSUE;
2.
ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,
INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF
THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS
OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS
FURNISHED BY THE COMPANY.
WE CONFIRM THAT
(A)
THE DRAFT LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE
ISSUE
18
3.
(B)
ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS

ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE
GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS
BEHALF HAVE BEEN DULY COMPLIED WITH; AND
(C)
THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE,

FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL
INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE.
WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN

THE LETTER OF OFFER ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH
REGISTRATION IS VALID;
THE FILING OF THE LETTER OF OFFER WITH SEBI DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR 68 OF THE COMPANIES ACT
1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI
FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD
MANAGER (S) (MERCHANT BANKERS), ANY IRREGULARITIES OR LAPSES IN THE LETTER
OF OFFER.
The Lead Manager and the Company shall make all information available to the public and investors
at large and no selective or additional information would be available for a section of the investors in
any manner whatsoever.
The Company, its directors or any of the associates or group companies, companies with which the
directors of the Company are associated as directors or promoters and the directors or person(s) in
control of the promoting companies have not been prohibited from accessing the capital market
under any order or direction passed by SEBI.
DISCLAIMER CLAUSE OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED
The Company has made application vide _____ dated _______ to The National Stock Exchange of
India Limited, seeking its in-principal listing approval of its equity shares offered through this LoF.
"As required, a copy of this Letter of Offer has been submitted to The National Stock Exchange of
India Limited (hereinafter referred to as NSE). NSE has given vide its letter dated _____, 2005,
permission to the Issuer to use the Exchange's name in this Letter of Offer as one of the Stock
Exchanges on which this Issuer's securities are proposed to be listed. The Exchange has scrutinised
this Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE
should not in any way be deemed or construed that the Letter of Offer has been cleared or approved
by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any
of the contents of this Letter of Offer, nor does it warrant that this Issuer's securities will be listed or
will be continued to be listed on the Exchange; nor does it take any responsibility for the financial or
other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or
in connection with such subscription/acquisition whether by reason of anything stated or omitted to
be stated herein or any other reason whatsoever."
DISCLAIMER CLAUSE OF BOMBAY STOCK EXCHANGE LIMITED (BSE)
The Company has made application vide _____ dated _______ to Bombay Stock Exchange Limited
seeking its in-principal listing approval of its equity shares offered through this LoF.
19
Bombay Stock Exchange Limited (BSE) gives this Company the permission to use the exchange
name in the letter of offer as one of the Stock Exchanges on which this companys new securities are
proposed to be listed. BSE has scrutinized this Letter of Offer for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to the Company and relied upon the
regional stock exchange approval. BSE does not in any manner: 1. Warrant, Certify or endorse the
correctness or completeness of any of the contents of this Letter of Offer; or 2. Warrant that the
Securities of the Company will be listed or will remain listed on the exchange; or 3. Take any
responsibility for the Financial or other soundness of the Company, its promoters, its management or
any scheme or profit of the Company; and it should not for any reason be deemed or construed that
this Letter of Offer has been cleared or approved by the exchange. Every person who desires to apply
for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any
other reason whatsoever.
The equity shares of the Company were also listed on The Uttar Pradesh Stock Exchange
Association Limited. The members of the Company at the annual general meeting held on
September 28, 2005, had approved delisting of the Companys equity shares from UPSE. UPSE
through its letter UPSE/LC/2005-06 dated October 20, 2005 have confirmed the delisting of equity
shares with effect from October 20, 2005.
DISCLAIMER IN RESPECT OF JURISDICTION
This Letter of Offer has been prepared under the provisions of Indian Laws and the applicable rules
and regulations there under. Any disputes arising out of this issue will be subject to the jurisdiction of
the appropriate Court(s) in Noida, Uttar Pradesh, India only.
This offer of equity shares is made to shareholders of the Company as on the Record Date in India to
persons resident in India and NRIs and FIIs subject to requisite approvals. This Letter of Offer does
not, however, constitute an offer to sell or an invitation to subscribe to equity shares offered hereby in
any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession this Letter of Offer comes is required to inform
himself/herself about and to observe any such restrictions.
GENERAL DISCLAIMER
The Issuer accepts no responsibility for the statements made otherwise than in the Letter of Offer or in
the advertisements or any other material issued by or at the instance of the Issuer and that anyone
placing reliance on any other source of information would be doing so at his/her own risk.
AUTHORITY FOR THE PRESENT ISSUE
This offer of equity shares is made pursuant to the resolutions passed by the Board of Directors their
meeting held on September 28, 2005 and October 19, 2005 and Rights Issue Committee of Directors
meeting held on October 6, 2005 decided to issue shares to existing shareholders in the ratio of One
equity share of Rs. 10/- per share for every Five equity shares held on the Record date (i.e.
_____________) for cash at a premium of Rs. ____, aggregating Rs. ____ crores. The company has fixed
the price band of Rs.17 to Rs.20, the Floor Price being Rs.17 and Cap Price being Rs.20. The Issue Price
will be fixed on or before the fixation of Record Date.
FILING
The draft Letter of Offer has been filed with Securities and Exchange Board of India (SEBI), Mittal
Court, Nariman Point, Mumbai 400021 for its observations and SEBI has given its observations. The
final LoF will be filed with the Bombay Stock Exchange Limited and National Stock Exchange of India
Limited (Designated Stock Exchange).
20
LISTING
The existing Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and The
National Stock Exchange of India Ltd (Designated Stock Exchange). The Equity Shares to be issued
through this Issue would also be listed on the Stock Exchanges mentioned above. We have made
application for in-principal approval for listing to the Stock Exchanges. We will make application to
these Stock Exchanges for permission to deal in and for an official quotation in respect of the Equity
Shares arising out of the Issue. The details of all in-principal approvals obtained from the respective
Stock Exchanges shall be furnished at the time of filing the final Letter of Offer. In-principle approval
for listing has been obtained from the above stock exchanges as under:
The National Stock Exchange of India Limited
The Company shall comply with the requirements of the listing agreement to the extent applicable to
it, on a continuous basis.
If the permission to deal in and for an official quotation of the securities is not granted by the
Designated Stock Exchange mentioned above, within six weeks from the Issue Closing Date, the
Company shall forthwith repay, without interest, all monies received from the applicants in
pursuance of this Letter of Offer. If such money is not repaid within eight days after the Company
becomes liable to repay it, then the Company and every Director of the Company who is an officer in
default shall, on and from expiry of eight days, be jointly and severally liable to repay the money,
with interest, as prescribed under Section 73 of the Act.
IMPERSONATION
As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of
sub-section (1) of Section 68 A of the Act, which is reproduced below:
"Any person who
(a) makes in a fictitious name an application to a company for acquiring or subscribing for any shares
therein; or
(b) otherwise induces a company to allot or register any transfer of shares therein to him or any other
person in a fictitious name,
shall be punishable with imprisonment for a term which may extend to five years."
MINIMUM SUBSCRIPTION
If the Company does not receive the minimum subscription of 90% of the issue, the entire
subscription shall be refunded to the applicants within 42 days from the date of closure of the issue. If
there is delay in the refund of subscription by more than 8 days after the Company becomes liable to
pay the subscription amount (i.e. forty two days after the closure of the Issue), the Company will pay
interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the
Companies Act, 1956.
The Issue will become undersubscribed after considering the number of shares applied as per
entitlement plus additional shares. The Promoter intends to subscribe to such undersubscribed
portion as per the relevant provision of the law. The undersubscribed portion can be applied for only
after the closure of the Issue. The Promoter vide its letter dated October 24, 2005 has committed to
acquire additional shares beyond its Entitlement in the proposed rights issue to the extent the Issue is
undersubscribed. Acquisition of the undersubscribed portion by the Promoter over and above its
entitlement will be as per the provisions of the Takeover Code. The allotment of the unsubscribed
portion to the Promoter will be done in compliance with Clause 40A of the Listing Agreements. For
further details please refer to Basis of Allotment on page [_] of this Draft Letter of Offer.
UNDERWRITING AGREEMENT
The present Rights Issue is not underwritten by the Lead Manager to the Issue.
21
LETTERS OF ALLOTMENT / REFUND ORDERS

The Company will issue and despatch the Letter of Allotment/Share Certificates and/or Letter of
Regret, along with the Refund Order or credit the allotted shares to the respective beneficiary
accounts, if any, within a period of six weeks from the date of closure of the Issue. If such monies are
not repaid within eight days from the day the Company becomes liable to pay, it shall, as stipulated
under Section 73(2A) of the Act, be required to pay interest on the same at a rate of 15% p.a. In
accordance with the SEBI guidelines, the Company will ensure that the dispatch of Letter of
Allotment/Refund Order of value exceeding Rs.1,500 would be sent by registered post/speed post to
the sole/first applicants registered address and adequate funds for the purpose shall be made
available to the Registrar by the issuer Company. Refund Orders up to the value of Rs.1,500 would be
sent under Certificate of Posting.
Further, the Company shall dispatch allotment advice, share certificate, refund order and give benefit
to the Beneficiary Account with Depository Participants and submit the listing documents to the stock
exchanges within two working days of finalization and adoption of basis of allotment.
Such Refund Orders would be marked Account Payee only and would be drawn in favour of the
sole/first applicant. Adequate funds would be made available to the Registrar to the Issue for
dispatch of Letters of Allotment/share certificates/refund orders.
ISSUE PROGRAMME
The subscription list will open at the commencement of banking hours and will close at the close of
banking hours on the dates mentioned below.
ISSUE OPENS ON
LAST DATE FOR RECEIVING REQUESTS FOR SPLIT
FORMS
ISSUE CLOSES ON
: ___________________, 2005
: ___________________, 2005
: ___________________, 2005
22
LEAD MANAGER TO THE ISSUE

SBI Capital Markets Ltd
202, Maker Tower E
Cuffe Parade
Mumbai 400 005
Tel: (022) 22189166, Fax: (022) 2218832
Website : www.sbicaps.com
Email : ntbcl.cmg@sbicaps.com
Contact person : Mr. Rohan Talwar
REGISTRAR TO THE ISSUE
Karvy Computershare Private Limited
46, Karvy House
Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034
Tel: (040) 23312454, Fax: (040) 23311968
Website : www.karvy.com
Email : mailmanager@karvy.com
Contact person : Mr. M. Murali Krishna
ADVISOR TO THE ISSUE
IL&FS INVESTSMART Limited
The IL&FS Financial Centre,
Plot C-22, G Block, Bandra- Kurla Complex
Bandra (East) Mumbai 400 051
Tel: (022) 26533333, Fax: (022) 26533075
Website : www.investsmartindia.com
Email : ntbcl.rights@investsmartindia.com
Contact person : Ms. Tejal Mamtora
COMPANY SECRETARY & COMPLIANCE LEGAL ADVISOR TO THE ISSUE
M/s. Luthra & Luthra Law Offices
OFFICER
Ms. Monisha Macedo
103, Ashoka Estate,
Toll Bridge Company Limited
Barakhamba Road,
Toll Plaza, DND Flyway, Noida 201 301
New Delhi 110 001
Tel.: (0120) 2516438 Fax: (0120) 2516440
Ph: (011) 23350633, Fax: (011) 23723909
Email id: monisha@ntbcl.com
email id: delhi@luthra.com
AUDITOR OF THE COMPANY
BANKERS TO THE COMPANY
Canara Bank
M/s. Luthra & Luthra Chartered Accounts
C-3, Sector 1, Noida
A-16/9, Vasant Vihar
Ph: (0120) 2529163, 2531105
New Delhi 110 057
Fax: (0120) 2550466
Ph: (011) 26151255, Fax: (011) 26145222
email id: luck1177@canbank.co.in
email id: vishalg@llca.net
TAX AUDITOR OF THE COMPANY
M/s. Patel & Deodhar
2-A, Siddhi Vinayak Chambers, 2nd Floor,
Gandhi Nagar, Opp. M.I.G. club
Bandra (E)
Mumbai 400 051
Ph: (022) 26436359, 26436370
Fax: (022) 26438598
email id: mumbai@pateldeodhar.com
Note: Investors are advised to contact the Registrar to the Issue / Compliance Officer in case of any
pre-issue / post-issue related matters such as non-receipt of Letter of Offer/ Letter of
Allotment / CAF / share certificate(s) / refund orders / demat credit, etc.
23
CREDIT RATING
Since the present issue is of equity shares, credit rating is not required. The details of the ratings
received and outstanding by the Company for various securities and instruments in last 3 years are as
follows:
Borrowing
programme
Deep
Bonds
Discount
Amount (Rs. in
lakhs)
5000.00
Rating agency
Rating
Date of rating
letter
Credit
Analysis
and
Research
Limited (CARE)
CARE AAA (SO)
November 1, 2004
TRUSTEES
This being an issue of equity shares, appointment of Trustees is not required.
UNDERTAKING BY THE COMPANY
The Company undertakes
a) That the complaints received in respect of the Issue shall be attended to by the Company
expeditiously and satisfactorily;
b) That all steps for completion of the necessary formalities for listing and trading at all stock exchanges
where the securities are to be listed are taken within 7 working days of finalisation of the basis of
allotment.
c) That the funds required for despatch of refund orders/allotment letters/certificates by registered
post shall be made available to the Registrar to the Issue
d) That the certificates of the securities/refund orders shall be despatched within specified time.
e) That no further issue of securities shall be made till the securities offered through this Letter of Offer
are listed or till the application moneys are refunded on account of non-listing, undersubscription,
etc.
UTILISATION OF ISSUE PROCEEDS
The Board of Directors undertake that
a) All monies received out of issue of shares to public shall be transferred to separate bank account
other than the bank account referred to in sub-section (3) of section 73;
b) Details of all monies utilised out of the issue referred to in sub-item a) shall be disclosed under an
appropriate separate head in the balance-sheet of the Company indicating the purpose for which
such monies had been utilised; and
c) Details of all unutilised monies out of the issue of shares, if any, referred to in sub-item(a) shall be
disclosed under an appropriate separate head in the balance-sheet of the Company indicating the
form in which such unutilised monies have been invested.
The funds received against this Rights Issue will be kept in a separate bank account and the Company
will not have any access to such funds unless it satisfies the National Stock Exchange of India Limited
(NSE) with suitable documentary evidence that the minimum subscription of 90% of the Issue has
been received by the Company and the necessary approval of the NSE to use the amount of
subscription is obtained.
24
CAPITAL STRUCTURE
(As on date of filing)
Aggregate
Nominal
Value
Share Capital
A. Authorised Capital
15,00,00,000 Equity Shares of Rs. 10 each
(In Rs.)
Aggregate
value at
Issue price
150,00,00,000
B. Issued, Subscribed and Paid-Up Capital

12,35,79,507 Equity Shares of Rs 10 each
123,57,95,070
C. Present Issue through this Letter of Offer

24,71,59,020
Nil
[]
D. Paid Up Capital after the Present Issue (refer point 4 of the notes on capital structure)
148,29,54,090
E . Share Premium Account
Before the Issue
After the Issue
Nil
[]
INCREASE IN AUTHORISED CAPITAL
The authorised share capital of the Company was increased from Rs. 12,500 lakhs divided into 1,250
lakhs Equity Shares of Rs. 10 each to Rs. 15,000 lakhs divided into 1,500 lakhs Equity Shares of Rs. 10
each through a resolution passed at the Annual General Meeting of the Company held on September
16, 2003.
NOTES ON CAPITAL STRUCTURE:
1.
Capital Build-up since incorporation : Details of the contribution to the equity share capital of
the Company are as under: Date of
Allotment
At Incorporation
April 8, 1996
March 31, 1999
March 31, 1999
March 31, 1999
November 10,
1999
November 10,
1999
December 10,
1999
December 10,
1999
February 22, 2000
June 29, 2000
July 12, 2000
No. of
Shares
Face Cumulative Issue

Consideration
Remarks / Allotment
Value
no. of
Price (Rs.)
(Rs.)
shares
7
10
7
10
Cash
Original subscriber to the
Memorandum
1,25,00,000
10 1,25,00,007
10
Cash
IL&FS Limited
1,00,00,000
10 2,25,00,007
10
Cash
NOIDA
25,00,000
10 2,50,00,007
10
Cash
IFCI Limited
2,06,00,000
10 4,56,00,007
10
Cash
IL&FS Limited
29,00,000
10
4,85,00,007
10
Cash
IL&FS Limited
14,77,060
10
4,99,77,067
10
Cash
91,42,940
10
5,91,20,007
10
Cash
10 6,16,20,007
10 8,16,20,007
10 10,16,20,007
10
10
10
Cash
Cash
Cash
Intertoll Management
Services, BV
Intertoll India Consultants
Private Limited
IFCI Limited
IL&FS Trust Co. Ltd.
PAII (Mauritius) Company
Limited. These shares were
subsequently transferred to
PruAsia Investors (India)
Limited on December 5, 2001.
The name of the transferee
25,00,000
2,00,00,000
2,00,00,000
25
November 3,
2002
2,07,80,000
10 12,24,00,007
10
Cash
August 10, 2005
4,76,000
10 12,28,76,007
10
Cash
October 18, 2005
7,03,500
10 12,35,79,507
10
Cash
Company has since been

changed to DAI (India)
Limited. (All within the same
group)
Company issued Fully
Convertible Debentures (FCD)
vide a Public Issue in October
1999, which were
compulsorily convertible on
November 3, 2002
Issued pursuant to Employee
Stock Option Plan 2004
Issued pursuant to employee
stock option plan 2004
1) Pursuant to Shareholders Agreement dated 5th May, 2000, allotment of equity shares in the
Company from March 31, 1999 to July 12, 2000 were made to different shareholders as mentioned
above.
2) Company has issued 2,07,800 fully convertible debentures (FCD) of the face value of Rs. 1000 each
Each FCD was fully convertible into 100 equity shares of Rs. 10 each. All the FCDs were
converted on November 3, 2002.
3) At the Extraordinary General Meeting of the Shareholders of the Company, held on March 25,
2004, approval of the shareholders was obtained for the launch of the Employees Stock Option
Plan (ESOP 2004) for the issue of stock options in respect of 1500000 Equity Shares of Rs. 10 each,
to the directors and employees of the Company.
Out of the said 15,00,000 stock options, 13,35,000 options were granted on April 12, and 1,00,000
options were granted on May 5, 2004. Out of the 14,35,000 options were granted, 1,05,000 options
have lapsed. The vesting period for these options was 15 months from the grant date. The HRD
Committee of Directors of Company vide their meeting dated August 10, 2005 and circular
resolution dated October 18, 2005 allotted 476000 equity shares and 7,03,500 equity shares
respectively pursuant to applications received from directors and employees under the ESOP
2004.
All shares issued since the date of incorporation of the Company have been issued for cash at par
and are fully paid up.
2.
Promoter holding and lock-in provisions: The provisions relating to promoters contribution and
lock-in period are not applicable to rights issues as per clause 4.10.1(c) of SEBI DIP Guidelines
2000. The Promoters vide letter dated October 24, 2005 has undertaken to subscribe to the whole
of its Entitlement. Further, the Promoter vide the aforesaid letter has committed to acquire
additional Shares beyond its Entitlement to the extent the Issue is undersubscribed. The
acquisition of additional Shares by the Promoter will not result in change in control or
management of the Company and will be as per applicable provisions of the law. Acquisition of
the undersubscribed portion by the Promoter over and above its entitlement will be as per the
provisions of the Takeover Code. The allotment of the unsubscribed portion to the Promoter will
be done in compliance with Clause 40A of the Listing Agreements.
26
The paid-up capital of the Company before and after the Rights Issue will be as follows:
Shareholders
Promoter Group (IL&FS)
Financial Institutions & Insurance Cos
Banks
IFCI
Private Body Corporates
Indian Public
New Okhla Industrial Dev. Authority
DAI (India) Ltd.
Intertoll Management Services BV.
Intertoll India Consultants Pvt. Ltd
Foreign Financial Institutions
Non Resident Indians
API
Trust
Pre Issue
Amount
% Share
(Rs. Lakhs)
41,00,00,070
33.18
14,50,04,420
11.73
12,11,000
0.10
3,99,86,500
3.24
6,11,54,630
4.95
17,54,30,500
14.20
10,00,00,000
8.09
10,00,00,000
8.09
1,47,70,600
1.20
9,14,29,400
7.40
9,48,00,000
7.67
18,66,950
0.15
71,000
0.01
70,000
0.01
Total
1235795070
100
Post Issue
Amount
% Share
(Rs. Lakhs)
49,20,00,084
33.18
17,40,05,304
11.73
14,53,200
0.10
4,79,83,800
3.24
7,33,85,556
4.95
21,05,16,600
14.20
12,00,00,000
8.09
12,00,00,000
8.09
1,77,24,720
1.20
10,97,15,280
7.40
11,37,60,000
7.67
2240340
0.15
85,200
0.01
84,000
0.01
1482954084
100
Note: The shareholding pattern after the issue is on the assumption that all the shareholders in
respective categories will subscribe to their entitlements. However, this may change as per the
subscription and allotment under each category.
4.
Top Ten Shareholders

(i) The list of top ten shareholders of the Company as on October 21, 2005:
Name of Shareholder
IL&FS Limited
DAI (India) Ltd.
New Okhla Industrial Development
Authority (NOIDA)
Intertoll India Consultants Pvt. Ltd.
Merrill Lynch Capital Markets Espana
S.A.SVB
IFCI Limited
CLSA Merchant Bankers Limited A/c
CLSA (Mauritius) Ltd.
The New India Assurance Company Ltd.
Total
Shares held
4,10,00,007
1,00,00,000
1,00,00,000
91,42,940
90,03,836
42,70,000
39,98,650
30,00,000
20,00,000
20,00,000
9,44,15,433
% Of Holding
33.18
8.09
8.09
7.40
7.29
3.46
3.24
2.43
1.62
1.62
76.42
(ii) The list of top ten shareholders of the Company ten days (i.e October 11, 2005) prior to the date
of filing the Draft Letter of Offer with SEBI:
Name of Shareholder
IL&FS Limited
DAI (India) Ltd.
Authority (NOIDA)
IFCI Limited
IL&FS Trust Co. Ltd.*
Shares held
4,10,00,007
1,30,00,000
1,00,00,000
91,42,940
90,03,836
39,98,650
37,03,263
20,00,000
20,00,000
% Of Holding
33.37
10.58
8.14
7.44
7.33
3.25
3.01
1.63
1.63
27
Citigroup Global Markets Mauritius Private

Limited
Total
16,00,000
95448696
1.30
77.68
* Held on behalf of AIG Indian Sectoral Equity Trust as Trustee
(iii) The list of top ten shareholders of the Company two years (i.e. October 21, 2003) prior to the
date of filing the Draft Letter of Offer with SEBI:
Name of Shareholder
Shares held
IL&FS Limited
3,60,00,002
IL&FS Trust Company Limited *
2,00,00,000
DAI (India) Limited
2,00,00,000
Authority (NOIDA)
1,00,00,000
1,00,00,000
91,42,940
IFCI Limited
50,00,000
20,00,000
20,00,000
Intertoll Management Services BV
14,77,060
Total
11,56,20,002
* Held on behalf of AIG Indian Sectoral Equity Trust as Trustee
5.
% Of Holding
29.41
16.34
16.34
8.17
8.17
7.47
4.08
1.63
1.63
1.21
94.45
Shareholding of the Promoter, Directors of promoter and Promoter group
The details of shareholding of promoter, directors of promoter and promoter group as on October 21,
2005 are as under:
Particulars
Promoters
IL&FS
Shares held
Directors of Promoters
Mr. Ravi Parthasarathy
Mr. Hari sankaran
Mr. Arun Saha
Promoter Group
NIL
% Of Holding
410,00,007
33.18
35,000
2,50,000
1,00,000
0.01
0.02
0.01
NIL
NIL
Entire holding of directors of promoter as disclosed above are pursuant to allotments under ESOP
2004.
No company in the Promoter Group other than the Promoter hold any equity shares in the Company.
Directors of the Company and key managerial persons of Company hold equity shares in the
Company. For details please refer para Management on page ____ of the Draft Letter of Offer.
Transaction in shares of Co. in last 6 months by Promoter, Directors of promoters
The aggregate number of securities purchased or sold by the Promoter Group, Promoter and the
directors of the Promoter during a period of six months preceding the date on which this Draft Letter
of Offer is filed with SEBI, are as stated below:
Sr.
No.
Transferor
Transferee
Date
No. Of Equity
Shares
Price per
Equity
Share (Rs.)
28
DAI (India)
Limited
Total
IL&FS
August
2005
11,
50,00,000
20
50,00,000
Company has allotted shares to directors of Promoters who are also on the board of the Company and
key management personnel pursuant to ESOP 2004 during last 6 month. Current holding of Directors
of the Company & Key Managerial Personnel are as follows:
Particular
Directors of Company
Mr. Shahzaad Dalal
Mr. Hari Sankaran
Mr. RK Bhargava
Mr. Arun K Saha
Mr. K Ramchand
Key Management Personnel
Mr. Pradeep Puri
Mr. Ajai Mathur
Mr. Tarun K Banerjee
Ms. Monisha Macedo
No. of shares
35,000
2,50,000
35,000
35,000
1,00,000
1,00,000
2,70,000
26,500
25,000
31,000
6.
The numbers of shareholders of the Company as on October 21, 2005 are 19800.
7.
Since inception the Company has not issued any shares for consideration other than cash.
8.
The Company has not raised any bridge loan or any other similar financial arrangements, the
amount of which will be repaid out of the proposed Issue
9.
Except for allotments made pursuant to ESOP 2004, the directors of the Company have not
undertaken transactions in shares of the Company in the last six months. Please refer para
Capital Structure on page ____ of the Draft Letter of Offer. The directors of the Company have
not financed directly or indirectly transactions in shares of the Company in the last six months.
10. Except on the exercise of options granted under ESOP 2004 to the employees and directors of the
Company, the shareholders of the Company do not hold any warrants, options or convertible
loans or any debentures, which would entitle them to acquire further shares of the Company.
11. Except on the exercise of options granted under ESOP 2004, the Company shall not make further
issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or
public issue or in any other manner, during the period commencing from the submission of Letter
of Offer to SEBI for the rights issue till the shares of the present issue are listed or application
moneys refunded on account of the failure of the issue. Except on the exercise of options granted
under ESOP 2004 the Company does not intend to alter the capital structure by way of split of the
denomination of the shares or issue of shares on a preferential basis or issue of bonus or rights or
public issue of shares or any other securities within a period of 6 months from the date of opening
of the present issue. However, if business needs of the Company so require or for the purposes of
retiring existing high-cost debt, the Company may alter the capital structure by way of split/
consolidation of the denomination of the shares/ issue of shares on a preferential basis or issue of
bonus or rights or public issue of shares or issue of non-convertible long-tenure bonds or any
other securities during the period of six months from the date of listing of the Equity Shares
issued under this LoF or from the date the application moneys are refunded on account of failure
of the Issue.
29
12. There are no buyback arrangement for purchase of securities offered through this prospectus by
the promoter, Directors, the Lead Manager, and Advisor. However, the Promoter has undertaken
vide its letter dated October 24, 2005 to bring the amount on unsubscribed portion by applying
for additional shares in case the issue is undersubscribed, which may result in acquisition of more
than 5% of additional shares or voting rights. The undersubscribed portion can be applied for
only after the closure of the Issue. The acquisition of the additional shares by the Promoter will be
as per applicable provisions of the SEBI Takeover Code.
13. Revaluation of land: 34 acres of land was revalued by professional valuer on a realizable basis
during the financial year 2003-04. The said land having a net book value of Rs. 55.20 lakhs was
revalued at Rs.13,505.64 lakhs. The portion of revalued land measuring 30.493 acres was
subleased to the Companys wholly owned subsidiary DND Flyway Ltd. in the year 2003-04. For
details please refer para Key Agreements on page ___ of the Draft Letter of Offer.
14. The Company undertakes that at any given time, there shall be only one denomination for the
shares of the Company and that the Company shall comply with such disclosures and accounting
norms specified by SEBI from time to time.
15. The Equity offered through this Issue shall be made fully paid-up.
30
OBJECTS OF THE ISSUE

Noida Toll Bridge Company Limited (NTBCL), is a special purpose company promoted by
Infrastructure Leasing & Financial Services Ltd (IL&FS) for the purpose of development, construction,
operation and maintenance of a bridge across the river Yamuna connecting Delhi and Noida on a
Build-Own-Operate-Transfer (BOOT) basis. As against the estimated construction period of 29
months, Delhi Noida Toll Bridge was completed 4 months ahead of schedule. Delhi Noida Toll Bridge
started commercial operations on 7th February 2001.
The gross proceeds from the Rights Issue are estimated at Rs [] lakhs and are intended to be
deployed for repayment of term loans taken from Banks and Financial Institutions as per the terms of
Corporate Debt Restructuring (CDR) effective from April 1, 2002. For details of CDR, please refer para
Corporate Debt Restructuring on page _____ of the Draft Letter of Offer.
The main objects clause and objects incidental or ancillary to the main objects clause of the
Memorandum of Association of the Company enables the Company to undertake the existing
activities and the activities for which the funds are being raised by the Company, through the Offer.
Funds requirement
Repayment of term loan from Banks and Financial Institutions
Issue expenses
Total
Rs in lakhs
5014.80
[z]
[z]
Repayment of term loan from Banks and Financial Institutions as per terms of CDR
The Company proposes to utilise the funds for repayment of secured loan falling due on March 31,
2006 as per details given below.
Bank/Institution
Canara Bank
Central Bank of India
Punjab National Bank
State Bank of Patiala
Union Bank of India
Vijaya Bank
Bank of Baroda
State Bank Of India
IL&FS
IFCI
IDBI
LIC
Total
Amount
(Rs. Lakhs)
303.44
183.90
303.44
110.34
303.45
183.91
303.44
753.63
1500.00
125.00
694.25
250.00
5014.80
For details, please refer Corporate Debt Restructuring on page ___ of the Draft Letter of Offer.
The Promoter has undertaken to roll over the payment of secured loan as mutually agreed upon,
amounting upto Rs. 15.00 crores falling due on March 31, 2006, in the event of nonpayment of the
same by the Company.
Issue expenses
The estimated issue expenses are as follows
Particulars
Rs. in Lacs
31
Issue Management fees

Advisor to Issue
Legal Advisor
Fees payable to Registrar & Auditors
Printing, Stationery & Postage
Advertisement and Marketing
Other expenses
TOTAL
30.00
15.00
10.00
[z]
[z]
[z]
[z]
[z]
Schedule of Deployment of Funds

The Company proposes to utilise the funds for repayment of secured loans from banks and
institutions falling due in March 31, 2006.
Means of Financing
The requirement of the funds is proposed to be funded through the proceeds of the rights issue. With
respect to the shortfall in issue proceeds to meet the repayment of term loan, the Promoter has
undertaken to roll over the payment of secured loan as mutually agreed upon, amounting upto Rs.
15.00 crores falling due on March 31, 2006, in the event of nonpayment of the same by the Company.
Interim Use of Funds
Pending utilization of funds as stated above, the Company intends to invest the proceeds of the
Rights Issue in high quality, interest / dividend bearing short term / long term liquid instruments
including deposits with banks for the necessary duration. These investments will be authorised by the
Companys Board or a duly authorised committee thereof.
32
BASIS FOR ISSUE PRICE

Qualitative factors
One of the first interstate toll bridges connecting Noida and South Delhi.
Professionally managed Company.
Concession Agreement provides assured return on investment @ 20% on the total project cost
during the concession period.
Noida has seen the emergence of major shopping and recreational activities with the opening of
the Centre Stage Mall/Multiplex. Various other recreational and commercial projects are on the
anvil, that are slated for completion by end 2006.
It is estimated that approximately 77,000 new dwelling units along the Noida-Greater Noida
Expressway and within Greater Noida are likely to be constructed by 2009 end. It is
conservatively estimated that these dwelling units once fully occupied will provide an
incremental traffic of 25,000 to 30,000 trips per day, which amounts to 50% of the current traffic.
The Companys revenue has shown a compounded annual growth rate of 35.68%
Quantitative factors
1. Earning per Share (EPS)
Financial Year
EPS (Rs.)*
2003-2004
2004-2005
Weight
used
-1.52
-1.35
1
2
* Diluted EPS of the Company on consolidated basis

Weighted Average for last three years: Rs. (1.406)
2. Price Earnings Ratio (P/E Ratio) in relation to Offer price
Since the EPS is Rs. (1.35) for the financial year March 31, 2005, the P/E ratio in relation to Offer
price cannot be computed.
3. Industry P/E Ratio
The Company is a special purpose company formed for the purpose of development, construction,
Build-Own-Operate-Transfer (BOOT). There are no comparable listed companies and hence
comparison with peer group is not given.
4. Return on Networth
Financial Year
2003-2004
2004-2005
RONW (%)*
-96.57
-381.47
Weight used
1
2
* RONW of the Company on a consolidated basis

Weighted average for the last three years: (286.50)%
5. Net Asset Value (NAV) per share *
33
As at 30.09.2005
0.35
[-]
After the Issue
[-]
Issue Price
* NAV of the Company on a consolidated basis
Comparison of accounting ratios of the Company with Industry average and accounting ratios of
peer group for 2004-05:
The Company is a special purpose company formed for the purpose of development, construction,
Build-Own-Operate-Transfer (BOOT). There are no comparable listed companies and hence
comparison with peer group is not given.
The Lead Manager believes that the issue price of Rs.__ per share is justified in view of the above
qualitative and quantitative parameters. The investors may also want to peruse the risk factors,
Companys business, management, key agreements, litigations and financials of the Company
including important profitability and return ratios, as set out in the Auditors Report in the Letter
of Offer to have more informed view about the investment proposition.
34
TAX BENEFITS
Cert. NO. VMD/05-06/896
The Noida Toll Bridge Company Limited
Toll Plaza, DND Flyway,
NOIDA 201 301 (U.P.)
Dear Sirs,
Sub:
Statement of possible Tax Benefits available to the Company and its shareholders.
We hereby report that the enclosed Annexure states the possible direct tax benefits available to The
Noida Toll Bridge Company Limited (The Company) and its shareholders under the current tax laws
presently in force in India as amended by the Finance Act, 2005 for inclusion in the Offer Document
for the proposed rights issue of shares. The possible benefits as stated are dependant on the
Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws.
The benefits discussed in the annexured statement are not exhaustive and are based on information,
explanations and representations obtained from the Company and on the basis of our understanding
of the business activities and operations of the Company.
This statement is only intended to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. While all reasonable care has
been taken in the preparation of this opinion, Patel & Deodhar accepts no responsibility for any errors
or omissions therein of for any loss sustained by any person who relies on it. In view of the
individual nature of tax consequence, each investor is advised to consult his own tax consultant with
respect to the specific tax implications arising due to their participation in the issue.
We do not express any opinion or provide any assurance as to whether:
The Company or its shareholders will continue to obtain these benefits in future; or
The Conditions prescribed for availing the benefits have been / or would be met with.
For PATEL DEODHAR
Chartered Accountants
(V. M. DEODHAR)
PARTNER
Mem. No. 11559
Mumbai
Dated
: 10th October, 2005
ANNEXURE
35
STATEMENT OF POSSIBLE TAX BENEFIT AVAILABLE TO THE NOIDA TOLL BRIDGE

COMPANY LIMITED AND TO ITS SHAREHOLDERS
As per the existing provisions of Income Tax Act, 1961 and other laws applicable for time being in
force the following tax benefits are and will, inter-alia, to be available to The Noida Toll Bridge
Company Ltd (the Company) and its shareholders.
A.
UNDER INCOME TAX ACT, 1961 (THE ACT)
BENEFITS AVAILABLE TO THE COMPANY.

There is no additional benefit arising to the Company under the Income Tax Act, 1961 by
issue of right equity shares to the existing shareholders.
II
BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS.

1
Dividend income of shareholders is exempt from income tax under Section 10(34)
read with Section 115 O of the Act. The dividend received on the shares of the
Company will be exempt from tax.
Section 94 (7) of the Act provides that losses arising from the sale / transfer of shares
purchased up to three months prior to the record date and sold within three months
after such date, will be disallowed to the extent dividend on such shares are claimed
as tax exempt by the shareholder u/s 10 (34) of the Act.
Under Section 10(38) of the Act, Long Term Capital Gains arising from the sale of
equity shares of the Company transacted through a recognized stock exchange in
India, on or after October 1, 2004, the date on which such transaction is chargeable to
Securities Transaction Tax, are exempted from tax.
Under Section 111A of the Act, Short Term Capital Gains arising from the sale of
Security Transaction Tax, will be taxable at the rate of 10% (plus applicable
surcharge and education cess).
5.
In accordance with and subject to the conditions and to the extent specified in
Section 54EC of the Act, the long term capital gains (in cases not covered U/S. 10(38)
of the Act), arising on transfer of shares of the Company will be exempt from capital
gains, if such capital gain is invested in any of the long term specified assets in the
manner prescribed in the said section. Where the long term specified asset is
transferred or converted into money at any time within a period of three years from
the date of its acquisition, the amount of capital gains exempted earlier would
become chargeable to tax as long term capital gains in the year in which the long
term specified asset is transferred or converted into money.
6.
As per the provisions of Section 54ED of the Act and subject to the conditions
specified therein, long term capital gains (in cases not covered u/s 10 (38) of the Act),
on the transfer of shares of the company as and when it is listed, will be exempt from
capital gains if such gains are invested in acquiring equity shares of any Indian
company forming part of an eligible issue of share capital in the manner prescribed
in the said section.
Eligible issue of share capital has been defined as an issue of equity shares which
36
satisfies the following conditions namely
a)
the issue is made by a public company formed and registered in India;
b)
the shares forming part of the issue are offered for subscription to the public
7.
As per the provisions of Section 54F of the Act, subject to the conditions specified
therein, long-term capital gains arising to an individual or a Hindu undivided family
on transfer of shares of the Company will be exempt from tax, provided that the net
consideration is utilized in the purchase of a residential house within a period of one
year before or two years after the date of transfer, or in the construction of a
residential house within a period of three years after the date of transfer. If only a
portion of the net consideration is so invested, then the exemption is available
proportionately.
8.
Long term capital gains would accrue to resident shareholders where the equity
shares of the Company are held for a period of more than 12 months prior to the
date of transfer of the shares. In accordance with and subject to the provisions of
Section 48 of the Act, in order to arrive at the quantum of capital gains, the following
amounts would be deductible from the full value of consideration :
Cost of acquisition / improvement of the shares as adjusted by the Cost Inflation
Index notified by the Central Government and
Expenditure incurred wholly and exclusively in connection with the transfer of the
shares.
9.
Section 112 of the Act, tax on long term capital gains arising on sale of the shares of
the company (in cases not covered u/s 10(38) of the Act), will be taxed at the option
of the concerned shareholder at 10% of long term capital gains (computed without
indexation benefits) or 20% of capital gains (computed with indexation benefits) as
increased by applicable surcharge and education cess.
37
III.
10.
Short Term capital gains earned by resident shareholders on the transfer of shares of
the Company where the shares are held for a period of not more than 12 months (in
cases not covered u/s 111A of the Act), would be taxed at the normal rates of tax
(plus applicable surcharge and education cess). Cost indexation benefits would not
be available in computing short term capital gains.
11.
In terms of Section 88E of the Act, the securities transaction tax paid by the
shareholder in respect of taxable securities transactions entered into in the course of
the business would be eligible for rebate from the amount of Income tax on the
income chargeable under the head Profits & Gains of business or profession
arising from taxable securities transaction. As such, no deduction will be allowed in
computing the income chargeable to tax as capital gains, such amount paid on
account of securities transaction tax.
BENEFITS AVAILABLE TO NON-RESIDENT INDIANS/NON-RESIDENT SHAREHOLDERS (OTHER

THAN FIIS AND FOREIGN VENTURE CAPITAL INVESTORS)
1.
Dividend income of shareholders is exempt from income tax under Section 10(34)
company will be exempt from tax.
2.
Section 94(7) of the Income-tax Act provides that losses arising from the
sale/transfer of shares purchased up to three months prior to the record date and
sold within three months after such date, will be disallowed to the extent dividend
on such shares are claimed as tax exempt by the shareholder.
3.
4.
Under Section 111 A of the Act, Short Term Capital Gains arising from the sale of
Security Transaction Tax, will be taxable at the rate of 10% (plus surcharge and
education cess).
5.
In the case of a shareholder being a non-resident Indian, and subscribing to the

shares of the Company in convertible foreign exchange, in accordance with and
subject to the conditions and to the extent specified in Section 115D read with
Section 115E of the Act, long term capital gains arising on transfer of the shares of
the Company (in cases not covered u/s 10(38) of the Act) will be subject to tax at the
rate of 10% as increased by applicable surcharge and education cess, without any
indexation benefit.
38
6.
In case of a shareholder being a non-resident Indian, and subscribing to the shares of

the company in convertible foreign exchange in accordance with and subject to the
conditions and to the extent specified in Section 115F of the Act, the non resident
Indian shareholder would be entitled to exemption from long term capital gains on
the transfer of shares in the Company upon investment of net consideration in
modes as specified in sub section (1) of Section 115F.
7.
Section 112 of the Act, tax on long term capital gains arising on sale of the shares of
the Company (in cases not covered u/s 10(38) of the Act), will be taxed at the option
of the concerned shareholder at 10% of long term capital gains (computed without
indexation benefits) or 20% of capital gains (computed with indexation benefits) as
increased by applicable surcharge and education cess.
8.
Section 54EC of the Act, the long term capital gains (in cases not covered u/s 10(38)
of the Act, arising on transfer of shares of the Company will be exempt from capital
manner prescribed in the section. Where the long term specified asset is transferred
or converted into money at any time within a period of three years from the date of
its acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which the long term
specified asset is transferred or converted into money.
specified therein, long term capital gains (in cases not covered u/s 10(38) of the Act),
on the transfer of shares of the Company as and when it is listed, will be exempt
from capital gains if such gains are invested in acquiring equity shares of any Indian
Company forming part of an eligible issue of share capital in the manner prescribed
satisfies the following conditions, namely
a.
the issue is made by a public company formed and registered in India;
b.
the shares forming part of the issue are offered for subscription to the public.
39
IV.
10.
As per the provisions of Section 54F of the Act, subject to the conditions specified
therein, long term capital gains arising to an individual or a Hindu undivided family
on transfer of shares of the Company will be exempt from tax, provided that the net
consideration is utilized in the purchase of a residential house within a period of one
year before or two years after the date of transfer, or in the construction of a
residential house within a period of three years after the date of transfer, if only a
portion of the net consideration is so invested, then the exemption is available
proportionately.
11.
the business would be eligible for rebate from the amount of income tax on the
income chargeable under the head Profits & Gains of business or profession
arising from taxable securities transaction. As such, no deduction will be allowed in
12.
Under the first proviso to Section 48 of the Act, in case of non resident shareholder,
in computing capital gains arising from transfer of shares of the Company acquired
in convertible foreign exchange (as per Exchange Control Regulations), protection is
provided from fluctuations in the value of rupee in terms of foreign currency in
which original investment was made. Cost Indexation benefits will not be available
in such a case. The capital gains/loss in such a case is computed by converting the
cost of acquisition, sales consideration and expenditure incurred wholly &
exclusively in connection with such transfer into the same foreign currency which
was utilized in the purchase of shares.
PROVISION OF THE ACT VIS--VIS PROVISIONS OF THE TAX TREATY

In respect of non residents, the tax rates and consequent taxation mentioned above shall be
further subject to any benefits available under the Double Taxation Avoidance
Agreements, if any, between India and the country in which the non resident has fiscal
domicile. As per the provision of Section 90(2) of the Act, the provisions of the Act would
prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the
non resident.
V.
BENEFITS AVAILABLE TO FOREIGN INSTITUTIONAL INVESTORS (FIIS)

1
Dividend Income of Shareholders is exempt from income tax under Section 10(34)
Company will be exempt from tax.
Section 94(7) of the Income-tax Act provides that losses arising from the
sale/transfer of shares purchased up to three months prior to the record date and
sold within three months after such date, will be disallowed to the extent dividend
on such shares are claimed as tax exempt by the shareholder.
40
The income by way of short term capital gains or long term capital gains (in cases
not covered u/s 10(38) of the Act) realized by FIIs on sale of shares of the Company
would be taxed at 10% (plus applicable surcharge and education cess) as per Section
115AD of the Act. However in case of such long term capital gains (in cases not
covered u/s 10(38) of the Act) the tax is levied on the capital gains computed
without considering the cost indexation and protection against foreign exchange
fluctuation.
In respect of FIIs, the tax rates and consequent taxation mentioned above shall be
further subject to any benefits available under the Double Taxation Avoidance
Agreements, if any, between India and the country in which the non resident has
fiscal domicile. As per the provision of Section 90(2) of the Act, the provisions of the
Act would prevail over the provisions of the Tax Treaty to the extent they are more
beneficial to the non resident.
Section 54EC of the Act, the long term capital gains (in cases not covered u/s 10(38)
of the Act), arising on transfer of shares of the Company will be exempt from capital
manner prescribed in the said section. Where the long term specified asset is
transferred or converted into money at any time within a period of three years from
the date of its acquisition, the amount of capital gains exempted earlier would
become chargeable to tax as long term capital gains in the year in which the long
term specified asset is transferred or converted into money.
specified therein, long term capital gains (in cases not covered u/s 10(38) of the Act),
on the transfer of shares of the Company as and when it is listed, will be exempt
from capital gains if such gains are invested in acquiring equity shares of any Indian
company forming part of an eligible issue of share capital in the manner prescribed
satisfies the following conditions, namely
the issue is made by a public company formed and registered in India :
the shares forming part of the issue are offered for subscription to the public
the business would be eligible for rebate from the amount of Income tax on the
income chargeable under the head Profit & Gains of business or profession arising
from taxable securities transaction.
As such no deduction will be allowed in
41
VI.
BENEFITS AVAILABLE TO MUTUAL FUNDS

In terms of Section 10(23D) of the Act, all Mutual Funds set up by Public Sector Banks or
Public Financial Institutions or Mutual Funds registered under the Securities and
Exchange Board of India or authorized by the Reserve Bank of India, subject to the
conditions specified therein are eligible for exemption from income tax on all their income,
including income from investments in the shares of the Company.
VII
BENEFIT AVAILABLE TO VENTURE CAPITAL COMPANIES / FUNDS

In terms of section 10(23FB) of the Act, all Venture companies / Funds registered with
Securities and Exchange Board of India, subject to the conditions specified, are eligible for
exemption from income tax on all their income, including dividend from and income from
sale of shares of the Company.
BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957

As per the prevailing provisions of the above Act, no Wealth Tax shall be levied on value
of shares of the Company.
BENEFITS AVAILABLE UNDER THE GIFT TAX ACT :

Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore,
any gift of shares of the Company will not attract Gift Tax.
42
INDUSTRY STRUCTURE AND DEVELOPMENT

(Pursuant to the Disclosure and Investor Protection requirements prescribed by SEBI, the discussion on the
business of the Company in this Letter of Offer consists of disclosures pertaining to industry grouping and
analysis of competing companies, and the Companys relationship with its customers. The grouping and
evaluation of competitors is based on the Companys own understanding of the competitive environment and
such understanding could substantially differ from the views and understanding of the competitive
environment held by others.)
Noida Toll Bridge Co. Ltd. is a special purpose vehicle set up to implement the Delhi Noida Toll
Bridge on a BOOT basis. The Delhi Noida Toll Bridge is a tolled facility connecting Noida to
Maharani Bagh in South Delhi across the river Yamuna. There are presently, 7 bridges connecting
East Delhi and Noida to various other parts of Delhi. Another, cable stayed bridge is proposed to be
constructed at Wazirabad. Out of these 7 bridges only 2 bridges, namely, Nizamuddin Bridge and
Okhla Barrage fall within the influence area of Delhi Noida Bridge, popularly known as DND
Flyway. Nizamuddin Bridge is approximately 3 km upstream of DND Flyway and the Okhla Barrage
is about 1 km downstream of DND Flyway. The Nizamuddin Bridge and Okhla Barrage cater to
about 135,000 and 85,000 PCUs per day respectively. Whereas, the other two bridges in the influence
area are free to use, DND Flyway is the only tolled facility.
Opportunities:
Noida has seen the emergence of major shopping and recreational activities with the opening of the
Centre Stage Mall/Multiplex. Various other recreational and commercial projects are on the anvil that
are slated for completion by end 2006. Existing BPOs and Call Centres have drawn up major
expansion plans and new BPOs and other IT related companies are setting up shop in Noida.
Whereas, the focus in 2003-2004 was in emergence of shopping and entertainment developments in
Noida, the year 2004-2005 saw an exponential growth in residential developments both in Noida,
Greater Noida and Indirapuram area on the Delhi-Ghaziabad border. It is estimated that
approximately 77,000 new dwelling units along the Noida-Greater Noida Expressway and within
Greater Noida are likely to be constructed by 2009 end. It is conservatively estimated that these
dwelling units once fully occupied will provide an incremental traffic of 25,000 to 30,000 trips per day.
The development of the Mayur Vihar District Centre is also progressing satisfactorily and that will
also add to the traffic. The commissioning of the Srinivaspuri Flyover has had a positive impact on
the traffic on the DND Flyway as it has decongested, to some extent, the approach to DND Flyway.
The underpass under construction at Moolchand, once completed, will also improve the throughput
of traffic that will have a positive impact on the traffic on DND Flyway.
Competition/ Threats/ Outlook
The major competition to Delhi Noida Toll Bridge is from the parallel bridges viz. Nizamuddin
Bridge and Okhla Barrage, primarily because these are free to use. Network improvements and
improving connectivity are necessary for augmenting traffic on the bridge in the long run.
The Concession Agreement provides for traffic risk mitigation measures by allowing for NOIDA to
grant development rights. The company has in their possession, land around the DND Flyway both
in NOIDA and Delhi, which will be developed in phases, subject to grant of development rights by
Noida/Govt. of Uttar Pradesh/Govt. of Delhi, which is under process. The denial of development
rights or conditional grant of the same will also pose a financial threat to the company.
43
HISTORY
Delhi has expanded rapidly beyond the natural boundary and now about 30% of the population of
the city resides in the eastern side of the river, as the trend of living in the suburbs and working in
South and Central Delhi caught on. The New Okhla Industrial Development Authority (NOIDA)
established a new integrated industrial township also called Noida in close proximity to Delhi.
During the 1980s and 1990s employment and the disposable incomes rose significantly resulting in a
large rise in the sale of automobiles, scooters and other private forms of transport. As a consequence
traffic density on Delhis roads increased substantially particularly during rush hours on all arterial
routes leading into/out of South and Central Delhi. However transportation links between Noida and
Delhi were inadequate.
In order to provide better transportation services to the people of Delhi and Noida, IL&FS, NOIDA
and the Delhi Administration (DA) reached an in-principle agreement for the implementation of
Delhi Noida Toll Bridge on Build, Own, Operate & Transfer (BOOT) basis. A tripartite Memorandum
of Understanding (MoU) was signed between IL&FS, NOIDA, and Delhi Administration on April 7,
1992 for establishing the new bridge and defining the scope and mutual obligation of the various
partners. As a consequence of this agreement, IL&FS received a mandate from NOIDA/Delhi
Administration.
Pursuant to the MoU, a Steering Committee consisting of representatives of Government of Uttar
Pradesh (GoUP), Delhi Government (DG), the Ministry of Urban Affairs and Employment,
Government of India, Delhi Development Authority (DDA), NOIDA and IL&FS was established for
monitoring the Delhi Noida Toll Bridge and taking decisions relating to the development of the Delhi
Noida Toll Bridge. Pursuant to the decision of the Steering Committee, NTBCL was incorporated on
April 8, 1996 under the Companies Act, 1956 for the purposes of developing, establishing, designing,
constructing, operating and maintaining the Delhi Noida Toll Bridge.
NTBCL, is a special purpose company promoted by Infrastructure Leasing & Financial Services Ltd
(IL&FS) for the purpose of development, construction, operation and maintenance of a bridge across
the river Yamuna connecting Delhi and Noida on a Build-Own-Operate-Transfer (BOOT) basis.
On November 12, 1997 a Concession Agreement was entered into by NOIDA, NTBCL and IL&FS
conferring to NTBCL, the right of implementation of the Delhi Noida Toll Bridge, recovery of project
cost through levy of toll and designated return of 20% over the concession period of 30 years or till
the designated return of 20% on the total project cost as provided and defined in the Concession
Agreement is recovered, whichever is earlier. Once the targeted return has been achieved, the project
facilities would revert to NOIDA for a nominal value of Re.1. The net toll revenues, after
appropriation of operation and maintenance expenses, would be utilised by NTBCL to service the
secured debt by recourse to the project assets and toll revenues. However, the lenders to NTBCL
would have no recourse to the assets or revenues of IL&FS, NOIDA or Delhi Administration.
As against the estimated construction period of 29 months, Delhi Noida Toll Bridge was completed 4
months ahead of schedule. Delhi Noida Toll Bridge started commercial operations on February 7,
2001 and Ashram Flyover was opened to traffic on October 30, 2001.
The major components of the Delhi Noida Toll Bridge comprise of 552.5 Meters long, eight lane, short
span box, continuous girder based bridge across the Yamuna river, approach ways to the bridge with
cloverleaf interchange points at both ends to inter face with the existing road network, three minor
bridges over existing watercourses, 28 lane toll collection plaza at the Noida end and a flyover at the
Ashram crossing in South Delhi.
However, due to variation between the projected and actual traffic, the Company appointed M/s
Wilbur Smith Associates (WSA) to assess the total candidate traffic potential for the Delhi Noida Toll
Bridge. Based on fresh traffic counts and established traffic modelling techniques WSA concluded
that the total candidate traffic for the project is 69,000 vehicles per day as against average of 41500
44
(March, 2003) vehicles per day. For further details please refer para on New Network Improvement
Measures on page ___.
Considering the financial losses incurred by the Company due to less than estimated traffic and high
cost of borrowing, the Company approached lenders for restructuring of debt through CDR route.
State Bank of India in consultation with the Company, IDBI and IL&FS prepared the debtrestructuring proposal. The salient features of the debt-restructuring plan are as under
Construction of new links to be funded through equity infusion
Reduction in interest rate for the loans granted by Banks and Financial Institutions.
Rescheduling of Interest and Repayments
For details refer para Corporate Debt Restructuring on page ____ of the Draft Letter of Offer.
Milestones
Date
April 7, 1992
June 8, 1993
January 1996
April 8, 1996
December 1996
November 12, 1997
November 27, 1997
January 14, 1998
January 19, 1998
May 8, 1998
June 1998
August 14, 1998
September 1998
October 23, 1998
October 30, 1998
November 13, 1998
December 9, 1998
December 21, 1998
December 30, 1998
December, 1999
May 5, 2000
February 6 , 2001
February 7, 2001
Feb 17, 2004
October 20, 2005
Activity
Signing of the Memorandum of Understanding
Appointment of Kampsax A/S Denmark
World Bank review and approval
NTBCL was incorporated
DDA Technical Committee approval
Concession Agreement signed
Delhi Urban Arts Commission Approval
Support Agreement signed
Award of EPC Contract to Mitsui Marubeni Corporation
Physical possession of project land handed over to Mitsui
Marubeni Corporation
Bids invited for O&M contract
U. P. Industrial Area Act 1976 amended to enable NOIDA to frame
regulations
GoUP approval of Regulation for levy of Infrastructure fees
Land Lease Deeds signed leasing all project lands to NTBCL for the
Concession Period
Rupee Loan Agreements signed between NTBCL and the Lenders
Signing of the Inter-se Agreements between NTBCL and Lenders
and appointments of the Trust & Retention Agent and the Security
Agent
Shareholders' Agreement signed
Appointment of Intertoll as O&M contractor
Commencement of construction and release of Mobilisation
advance
Listing of shares of NTBCL on BSE, NSE and UP stock Exchange
Restated Shareholders Agreement signed
Virtual Completion Certificate issued by Independent Engineer
Commencement of Commercial operations
DND Flyway Limited (100% Subsidiary of NTBCL incorporated for
property development activities)
UPSE have confoimed the delisting of shares with effect from
October 20, 2005
MAIN OBJECTS OF THE COMPANY

The Main Objects of the Company, as set out in its Memorandum of Association are as follows:
a) To promote, develop, finance, establish, design, construct, equip, operate, maintain, modify and
upgrade Delhi Noida Bridge across river Yamuna by linking Maharani Bagh with Sector 15A16A of Noida area and its ancillary facilities including the approach roads, minor and major
bridges, flyovers, inter-changes, culverts, links, buildings, restaurants, commercial premises,
hoardings, toll booths, electric fittings, drains, waterways etc on a Build Own Operate Transfer
(BOOT) basis and to charge and collect tolls, fees, cess, rents from the users of the Bridge and its
45
ancillary facilities and to retain and appropriate receivables under a concession received from
the Government and including but not limiting:i.
Making or constructing in or upon, across, under or over any lands, or any streets, hills,
valleys, roads, railway, tramways, or any rivers, canals, brooks, streams or other waters,
or any drains, water pipes, gas pipes, oil pipes, sewers, electric supply lines, or telegraph
lines, such temporary or permanent inclined planes, bridges, tunnels, culverts,
embankments, aqua ducts, roads, lines of railways, passages, conduits, drains, piers,
cuttings and fences, in-take wells, tube-wells, dams, river training and protections works
as the Company thinks proper;
ii. Altering the course of any rivers, brooks, streams or other water courses, for the purpose
of constructing and maintaining tunnels, bridges, passages or other works over or under
them, and divert or alter temporarily or permanently, the course of any rivers, brooks,
streams or other water courses or any roads, streets or ways, or raise or sink the level
thereof, in order to carry them more conveniently over or under or by the side of the
railway;
iii. Making drains or conduits into, through or under any lands adjoining the railway for the
purpose of conveying water from or to railway;
iv. Erecting and constructing such houses, warehouses, offices and other buildings, and such
yards, stations, wharves, engines, machinery apparatus and other works and
conveniences as the Company thinks proper;
v. Altering, repairing or discontinuing such buildings, works and conveniences as aforesaid
or any of them, and substitute others in their stead;
vi. Erecting, operating and maintaining or repairing any telegraph and telephone lines, any
electric traction equipment, power supply and distribution installation in connection with
the working of the railway;
vii. Making and maintaining works for the accommodation of the owners and occupation of
lands adjoining the railway such as crossings, bridges, under bridges, culverts, tunnels,
roads, drains, water sources or other passages over, under or by the sides of or leading to
or from the railway;
viii. Making boundary marks or fences, erecting gates, chains, bars, stiles or hand rails in
connection with the working of the railway;
ix. Establishment of ferries for the accommodation of its traffic railway or otherwise
providing and maintaining: bridges and roadways, carrying other traffic roadways
constructing and maintaining roads for the accommodation of traffic passing, providing
and maintaining any means of transport including motor transport or aircraft service
with a terminus at or near a station on its railway which may be required for the
reasonable convenience of passengers, animals or goods carried or to be carried on its
railway;
x. Establishment of Mass Transit and other people mover systems of all types and
disciplines, Rail, Road, Sea, Underground and Air based including Rail based mass
capacity rapid transit systems; Heavy metro systems, surface elevated or underground
Light Rail Transit Systems; People Mover Systems; including magnetic levitation systems
and monorails;
xi. Doing all other acts necessary for making, maintaining, altering or repairing and using
the railway.
b) To promote, establish, construct, equip, operate, upgrade and maintain all types of systems and
methods in order to facilitate travel, transportation and commuting of passengers, cargo and
freight and to further these objectives amongst others, to construct, equip, operate and maintain
roads, paths, routes, circuits, courses, itinary, streets, access, approach, arteries, avenues,
boulevards, channels, drags, highways, passes, promenades, roadways, strait thoroughfares,
trails, bridges, overpasses, trestles, viaducts, tunnels, passageways, conduits, pathways, shafts,
subways, tubes, bye-passes, freeways, highways, expressways and all types of infrastructure
and all other works, erections and things of any description whatsoever either upon the lands
acquired by the Company or upon other lands and generally , to alter and improve the lands
and other properties of the Company and to finance all such activities. To promote, plan, locate,
46
establish, build, lease, construct, finance, equip, maintain, operate, administer, manage, service,
improve, upgrade and carry out repairs in respect of all types of projects, systems and methods
in the infrastructure sector on a Build Own operate (BOO), Build Own Operate Maintain
(BOOM), Build Own Operate Transfer (BOOT), basis, and particularly in sectors relating to
roads, bridges, highways, waterways, telecommunications, ports, power, energy, urban
development, airports, railways, tramways with a view to facilitating, improving, and
developing the level of infrastructure in the economy
c) To acquire by purchase, lease, license, exchange, hire or otherwise immovable properties
including lands, buildings, tenements and premises and other easementory right of any tenure
whether subject or not to any charges or encumbrances and to hold and develop or to sell, let,
alienate, mortgage, charge, license or otherwise deal with all or any of such lands, buildings,
tenements or premises or other immovable property.
d) To participate in various schemes or programmes sponsored or promoted by the Government
for and to undertake regulation and improvement of transport facilities and provide the
requisite infrastructure therefore and to collect fees, tolls, charges and dues from the public for
providing, managing or maintaining facilities or infrastructure put up or acquired by the
Company as principals or as agents of all and as concessionaire on behalf of Government or any
other authority or any person whatsoever.
The main object clause of the Memorandum of Association of the Company enables it to undertake
the activities for which the funds are being raised and the activities which it has been carrying on till
date.
47
BUSINESS OF THE COMPANY

NTBCL, a special purpose company promoted by Infrastructure Leasing & Financial Services Ltd
(IL&FS) for the purpose of development, construction, operation and maintenance of a bridge across
the river Yamuna connecting Delhi and Noida on a Build-Own-Operate-Transfer (BOOT) basis. Delhi
Noida Toll Bridge was opened for vehicle traffic on February 7, 2001 four months ahead of scheduled
commissioning date. The details of average class-wise vehicle traffic is as under attracted by Delhi
Noida Toll Bridge is as under:
Class-wise Traffic Performance
Particulars/No. of Vehicles
Cars
Two Wheelers
Commercial Vehicles
Grand Total
FY 2001*
12050
4833
278
17161
FY 2002
15318
6684
632
22634
FY 2003
26645
10969
860
38474
FY 2004
33483
12935
1128
47547
FY 2005
37058
14590
1213
52860
FY 2006**
40776
16564
1281
58621
* with effect from February 7, 2001

** April 2005 September 2005
Following chart gives the relationship between daily traffic and revenue growth achieved by Delhi
Noida Toll Bridge over a period of time:
Daily Traffic and Revenue Growth

Average Daily Revenue (Rs./Day)
Avg. Daily Traffic (Vehicles/Day)

60,000
50,000
Rs.750,000
40,000
Rs.550,000
30,000
Traffic
Revenue
Rs.950,000
20,000
Rs.350,000
10,000
Rs.150,000
0
2001
2002
2003
2004
2005
2006
Toll Collection
The Company collects toll in cash or by debit to the prepaid card or by ETC system at the toll plaza
located on Delhi Noida Toll Bridge The break up of mode of payment for the toll for various
categories (during September 2005) is as under:
48
89%
66%
ETC
11%
50.0%
20%
100.0%
34%
80%
Mode of Payment
Cash
0.0%
Two-Wheeler
Cars
Commercial
Vehicles
DETAILS OF PRESENT INFRASTRUCTURE AND KEY AGREEMENTS FOR NTBCL

A. PRESENT INFRASTRUCTURE OF DELHI NOIDA TOLL BRIDGE:
1. Delhi Noida Toll Bridge
An Eight Lane link across the river Yamuna
A 552 meter long main bridge
3 minor bridges
8 lane approach road
Tree Plantation and aboriculture
Noise Barriers
Grade separated interchanges at either side
Average Design speed: 80 Kmph
Average travel time (Noida to Lajpat Nagar, New Delhi): 8 minutes
River training works
Flyover at Ashram Crossing
2.
Toll Plaza:
Location: Noida
No. Of lanes: 27
Total width: 300 meters
Method of payment: Cash/ Prepaid/Electronic Toll Collection (ETC) systems
Location of Delhi Noida Toll Bridge

The bridge commences at the Ring Road near Maharani Bagh in South Delhi and extends to Dadri
Road, Sector 15A/16A and MP1 Road, Noida. At the Noida end, the Bridge ends at a point about 2
kms North of the Okhla Barrage. The Ashram flyover has been constructed on the Ring Road, at the
Ashram crossing in South Delhi.
Land
The land required for Delhi Noida Toll Bridge has been taken on lease from NOIDA and Delhi
Government. The land lease agreements comprising of:
1. Delhi Land Lease Deed;
2. Delhi Lands Sub-Lease Deed;
3. Noida Land Lease Deed;
were signed between Government of NCT Delhi, NOIDA and the Noida Toll Bridge Company on
October 23, 1998. In addition to the above the Company have also signed an Ashram Flyover Site
Lease Deed
O&M Contractor: Intertoll Management Services BV, Netherlands, a 100% subsidiary of M/s Intertoll
Holdings (Pty) Ltd., South Africa, was appointed as the Operation and Maintenance operator on
December, 21, 1998. M/s Intertoll of South Africa is the Operation and Maintenance Contactor for the
49
Delhi Noida Toll Bridge. Details of O&M Agreement are given under para Key Agreements on
page____.
50
KEY AGREEMENTS
(The following section describes key agreements entered into by the Company while implementing the Delhi
Noida Toll Bridge.)
1. Concession Agreement
The Concession Agreement between NOIDA, NTBCL and IL&FS, grants NTBCL the right to Build,
Own, Operate and Transfer (BOOT) the Delhi Noida Toll Bridge and the other Project Facilities. The
Concession period is for 30 years, or earlier, if the assured returns of 20% on the total project cost as
provided and defined in the Concession Agreement is recovered. The Concession Agreement was
signed on November 12, 1997. Salient Features of the Concession Agreement include:
Recovery of Costs through Fees / Tolls: Right of NTBCL to recover the project costs and
operation and maintenance Costs through the levy of fees over the concession period.
Fee Review Mechanism: The Fee Review Committee (FRC) shall be established which shall
comprise one representative each of NOIDA, the concessionaire and a duly qualified
person appointed by the representatives of NOIDA and Concessionaire who shall be the
Chairman of the Committee. The fees shall be determined by the FRC based on the CPI for
urban non-manual employees. The fees will be revised on February 1 of each year. The
revised fee shall be rounded off to a full rupee after taking into account the coinage factor.
Assured Returns: The Concession Agreement allows NTBCL to earn an assured return of
20% net of taxes, calculated on the total capital employed in rupee terms. The capital
employed, calculated by the Independent Project Engineer and Independent Auditor,
includes (a) project costs (b) cost of major repairs (c) shortfall in recovery of assured returns
in the preceding year. The Concession could also be extended by two years at a time
beyond the 30-year stipulated period, in case the assured returns are not achieved. Further,
NOIDA has the discretion of granting land development rights to support any shortfall in
revenues required to earn the assured returns of 20%.
Events of Default and Premature Termination of the Concession Agreement:
Event
Remedies Available for the Investor
Termination due to event of default by NOIDA shall pay the Concessionaire all
NOIDA. Eg. : Change in law by NOIDA, sums due to the Lenders the total project
Repudiation of Agreement by NOIDA, cost with 20% returns and cost of
Breach by GoUP or DG of the Support transferring the project assets less any cash
reserves created for debt service and
Agreement.
proceeds from insurance covers.
Termination due to Concessionaire event NOIDA shall pay the Concessionaire all
of default: Liquidation, Breach of sums due to the lenders and cost of
Obligations, Suspension of performance of transferring the project assets less any debt
obligations by Concessionaire for 90 service reserve and insurance proceeds
consecutive days, Repudiation of this
Agreement by the Concessionaire.
Termination following force majeure NOIDA shall pay the Concessionaire
(i) Lenders Dues
events: Direct Political Event Occurrence of
(ii) Cost of transferring the assets
force majeure events such as change in law
(iii) 20% equity return Less Debt Service
by GoUP, or GOI or DG which has a
Reserve and Insurance proceeds
material adverse effect, or refusal to grant
clearances, and court orders which makes
the project unviable as determined by the
independent engineer and independent
auditor.
Termination following force majeure NOIDA shall pay the Concessionaire
events: Indirect Political Event Such as acts
(i) Lenders Dues
of War, strikes, terrorism, etc.
(ii) Cost of transferring the assets
(iii) 10% equity return Less Debt Service
Reserve and Insurance proceeds
Termination following force majeure
NOIDA shall pay the Concessionaire
events: Natural Disasters such as lightning,
(i) Lenders Dues
51
earthquake, landslides etc.
Cost of transferring the assets Less Debt

Service Reserve and Insurance proceeds
2. Support Agreement
Since the landfall point on one side of the bridge comes under the NCT Delhi and the project scope
includes the Ashram Chowk Flyover to facilitate smooth traffic flow, a "Support Agreement" was
signed between the Government of Uttar Pradesh (GoUP) and the Government of NCT Delhi (DG) on
January 14, 1998 by virtue of which the respective governments undertook to support and extend
complete cooperation to NOIDA and NTBCL with respect to implementation of the project. The
salient features of the Support Agreement are:
i. Leasing of the lands pertaining to the project site and adjacent areas for both, the Delhi
Noida Bridge as well as the Ashram Flyover.
ii. Obtain all necessary clearances from the Municipal Corporation of Delhi and provide all
support and infrastructural facilities to NTBCL.
iii. Not to allow construction of any other passage across the Yamuna which is toll free or
charges lower toll than the Noida Bridge within a radius of 5 kms from the Delhi Noida
Bridge site for a period of 10 years or till the Noida Bridge achieves full rated capacity,
whichever is later, without the written consent of NTBCL.
iv. In the event of any breach of the Support Agreement GoUP and/or DG shall compensate
NTBCL and/or NOIDA for any costs incurred by them and the Lenders pertaining to the
project.
v. The validity of this Agreement is concurrent with the Concession Agreement.
3. Shareholders Agreement
The original Shareholders Agreement dated May 5, 2000 has been replaced by a Restated and
Amended Shareholders Agreement dated November 28, 2000 which has the following features as
provided below:
I
Management
The Board has the responsibility, power and authority to manage and supervise the business
and affairs of the Company in accordance with the Shareholders Agreement, the
Memorandum and Articles of Association of the Company and Applicable Law.
The Board will consist of not less than 3 (Three) and not more than 18 (Eighteen) Directors.
The representation of Directors will be as follows:
(a)
4 (Four) Directors (inclusive of the Managing Director) appointed by IL&FS;
(b)
2 (Two) Directors appointed by NOIDA;
(c)
1 (One) Director appointed by Intertoll;
(d)
1 (One) Director appointed by DAI (India Limited);
(e)
2 (Two) Directors appointed by IL&FS Trust Company Limited;
(f)
5 (Five) Independent Directors; and
(g)
3 (Three) nominee Directors appointed by the Senior Lenders.
II
Rights of Affirmative Vote of Certain Directors with respect to Specified Matters:

Approval of any of the Specified Matters as listed below, requires a resolution (including, if
applicable, a circular resolution) of the Board to be approved and passed by the affirmative vote
of at least 1 (one) Director nominated and appointed by each of IL&FS, NOIDA, Intertoll,
AIMCF and IL&FSTC.
(1)
(2)
Consolidation, combination or merger of the Company, if such re-organisation results in a

business which is unrelated to the original business, as set forth in the Memorandum and
Articles of Association.
Sale, mortgage, lease, license, charge, lien, pledge or encumbrance of any of its assets,
including any intellectual property rights, other than for the purpose of securing
borrowings made by the Company in the ordinary course of its business excepting the
52
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
purchase or sale of immovable property up to Rs. 100,000,000 (Rupees One hundred

million) and lease up to 10 (Ten) years involving payments thereunder not exceeding Rs.
100,000,000 (Rupees One hundred million), including lease of premises for use of
employees or for the Company's use.
Acquisition, formation or promotion of a new subsidiary or a new venture company or the
making of any investments in the form of equity and/or loan in any other, entity or
business.
Redemption or cancellation of any debt or equity of the Company except any repayments
or redemption on any contractual liabilities previously approved by the Board.
Determination, selection and acquisition, grant or disposal of technology, process knowhow, intellectual property rights, technology partners and any agreements related to
technology and process know-how.
The sale, transfer, or encumbrance of any Shares of the Company issued pursuant to this
Shareholder Agreement.
The declaration and payment of any dividends, otherwise than as provided in the
Financing Documents.
Entering into any transaction other than in the ordinary course of business, which would be
outside the scope of the then-current, approved business plan of the Company and
disbursal of funds against such transaction.
Any change of the authorised Share Capital of the Company, capital structure and changes
in debt: equity ratio, including issuance of additional capital except those specifically
required as per the Financing Plan, including any proposal of buy back of shares by the
Company.
The future appointment or replacement of auditors of the Company, the Independent
Auditor and the Independent Project Engineer under the Concession Agreement, which
would all be firms of repute.
Any change in the Company's accounting year.
Any changes to the Memorandum and/or Articles of Association of the Company.
Disposal or sale of any assets (other than immovable properties) whose original cost
exceeds Rs. 100,000,000 (Rupees one hundred million).
Any change in the Project Cost during the Construction Phase or any capital expenditure
during Operation Phase, which, in each case, exceeds Rs. 100,000,000 (Rupees One hundred
million) and is outside the approved budget.
The acquisition, grant or disposal of any intellectual property rights.
Grant of any loans in excess of Rs. 5,000,000 (Rupees Five million) except as set forth in the
budgets.
Entering into of any agreement or undertaking to assign, license or provide in any manner
to a third party any rights or information, other than public information, embodied in any
patents, trade secrets, know-how, technical or engineering information or other intellectual
property owned by or licensed to the Company and any agreement to receive any of the
foregoing owned or possessed by or licensed to a third party.
Except as set forth in the annual operating and capital budgets or as required in the
ordinary course of business, including the procurement of working capital needs, or as may
be required by any governmental authorities for procurement of licenses, the issuance of
corporate guarantees (other than trade warranties) or incurring any contingent liability.
The settlement of any litigation by the Company including arbitration where amount of
such settlement exceeds Rs. 50,000,000 (Rupees Fifty million) by way of liability on the
Company.
Any material amendment to any of the Transaction Agreements.
Constitution and specification of functions of any committee of the Board (including the
Share Transfer and Allotment Committee) pursuant to Clause 6.4 of this Shareholders
Agreement.
The engagement (directly or indirectly) by the Company or any of its subsidiaries in any
line of business other than, or a substantial expansion of, the business of the Company on
the date of this Shareholders Agreement and any reasonably related extensions thereto or
53
(23)
(24)
(25)
III
the purchase, lease or development of any new toll road, toll bridge, transportation
infrastructure project, transportation services project or similar project.
Approval of (i) any budgets or financing plans of the Company or any changes or
amendments thereto or (ii) any amendments or changes to the Financing Plan.
Any Termination of the Concession Agreement, by the Company, any claim made by the
Company of a Force Majeure event under the Concession or any exercise by the Company
of any other material rights or remedies under any Transaction Agreement.
Any transactions by the Company or any of its subsidiaries with any Affiliates of the
Promoter or Company affiliated with the Promoter except in the ordinary course of the
Companys or such subsidiarys business.
Transfer And Encumbrance Of Shares; Pre-emptive Rights IL&FS, NOIDA and Intertoll:
(a)
(b)
(c )
IV
shall not transfer or dispose of its respective shareholding, or any part or parts thereof,
in the Company in any manner whatsoever except as expressly provided.
shall not, create any charge mortgage, lien or pledge over or hypothecate or encumber
in any manner its respective Shares
shall not when any or all of the Senior Lenders to the Company have dues outstanding
from the Company, transfer their Shares in the Company without the prior written
consents of all or such of the Senior Lenders, as the case may be, and each of the
Investors.
Right of First Refusal

The Parties to the agreement have a Right of First Refusal wherein if any of the signatory to
the agreement decides to sell its Shares, or any part or parts thereof, in the Company, it will
offer the first right of purchase/refusal to the other Parties, other than the Company, in
proportion to their equity holding. The procedure for such sale or any acquisition from the
open market has been spelt out in the agreement. An exemption from this procedure may be
taken by taking a waiver in writing by all the Parties
Tag-Along Rights the Investors

If IL&FS desires to Transfer all or any part of its Shares to any third party, each of the Parties
has the right, to include in such sale to the Proposed Transferee(s) any or all of its Shares on a
pro rata basis
The Promoter shall, prior to consummating any such Transfer, give a written notice (a Sale
Offer) to each of the Investors and any of their Affiliates holding Shares at that time
containing (i) the number of Shares proposed to be transferred pursuant to such bona fide
written offer (the Sale Shares), (ii) the name and address of the Proposed Transferee(s), (iii)
the proposed purchase price, terms and payment and other material terms and conditions of
the Proposed Transferee(s) offer and (iv) an offer to, at the sole option of such Investor or
Affiliate, include in such sale to the Proposed Transferee(s) any or all of the Shares held by
such Investor and/or such Affiliate.
VI
Pre-emptive Rights
In the event the Company intends to issue new equity securities or securities convertible into
or exercisable or exchangeable for equity securities, each Party shall have the right, but not
the obligation to purchase such equity securities, subject to applicable Indian law (including,
without limitation, Section 81(A) of the Act). If any of the Parties fails to purchase its total pro
rata share of such New Securities, it shall renunciate its right to purchase the remaining
portion of its total pro rata share in favour of the other Parties.
4. O&M Agreement
Intertoll Management Services BV, Netherlands, a 100% subsidiary of M/s Intertoll Holdings (Pty)
Ltd., South Africa, has been appointed as the Operation and Maintenance operator on December, 21,
1998.
54
The O&M contract has three distinct components:

(i)
Fixed equipment supply including systems hardware, related software, and traffic &
telecommunications systems.
(ii) Routine and Periodic maintenance including road surface overlays, replacement and
maintenance of bridge equipment and
(iii) Toll collection and management.
The O&M Contract provides for a fixed fee and a variable fee. The variable fee is on per transaction
basis thereby serving as an incentive for Intertoll to increase the traffic through put. Intertoll will have
to meet the operation and maintenance requirements set forth in the O&M contract. The contract also
lays down strict standards for performance and maintenance. Intertoll shall be liable to pay the
liquidated damages for failure to meet performance standards. Intertoll will have to guarantee
performance with respect to the waiting time, leakage percentages etc.
Intertoll shall be responsible for traffic regulation on the Delhi Noida Toll Bridge, and shall manage
the Delhi Noida Toll Bridge (and procedures for toll collection) so as to ensure the maintenance of
optimum traffic flow over the Noida Bridge. In addition, there are several systems and contractual
provisions provided to prevent fraud. The Operator will be deemed to be the trustee of all tolls
collected in respect of vehicles passing over the Bridge. The Operator will, pursuant to the O&M
Contract, be made liable for the safekeeping, security and transport of the tolls collected until they are
deposited into the Tolls Account. This includes liability for loss of tolls prior to deposit into the Tolls
Account due to any reason whatsoever, including fraud, misappropriation, theft, accident, and force
majeure. The Operator shall neither have the right of lien/charge/set-off over any toll collections in
its control or custody, nor have the right to make any withdrawals from the Toll Account, as per the
terms of the O&M Contract.
Intertoll has also provided an undertaking for non-disposal of its equity shareholding in NTBCL
during the entire term of the O&M Contract.
5. Sublease Agreement with DND Flyway Limited (DFL)
Under the Concession Agreement, the Company, subject to the discretion of NOIDA, has a right to
invoke development rights, for development of property and assets that are not anticipated to be part
of the Bridge Project, in order to augment the toll revenues, in case of a shortfall in the same. The
Company has invoked the development rights under the Concession Agreement, but, as the
Company does not possess expertise in the sphere of development of property, it has incorporated a
wholly owned subsidiary, namely, DND Flyway Limited.
Flyway Limited, on March 31, 2004, of sub-lease of surplus lands, situated in NOIDA and aggregating
to 30.493 acres, in favour of DND Flyway Ltd., for a consideration of Rs. 103,48,41,881 and an annual
rent of Rs. 1 as sub-lease rent. The sub-lease will be co-terminus with the NOIDA Land Lease Deed
and shall automatically expire on termination of the NOIDA Land Lease Deed.
55
OUR MANAGEMENT
Board of Directors
Pursuant to a Shareholders Agreement dated May 5, 2000 and amendment thereto dated November
28, 2000 between IL&FS, NOIDA, Intertoll, DAI (India) Limited, IL&FS Trust Company Limited,
Industrial Finance Corporation of India Limited (IFCI), Asian Infrastructure Mezzanine Capital Fund
and the Company, the Company was to have a Board consisting of not less than 3 (Three) and not
more than 18 (Eighteen) Directors.
As per the Shareholders Agreement, the Board of Directors would consist of:
(a)
4 (Four) Directors (inclusive of the Managing Director) appointed by IL&FS;
(b)
2 (Two) Directors appointed by NOIDA;
(c)
1 (One) Director appointed by Intertoll;
(d)
1 (One) Director appointed by DAI (India Limited);
(e)
2 (Two) Directors appointed by IL&FS Trust Company Limited;
(f)
5 (Five) Independent Directors; and
(g)
3 (Three) Nominee Directors appointed by the Senior Lenders.
The Company has received an approval from the Central Government under Section 259 of the
Companies Act, 1956 vide letter dated 21 April 1999 for increase in the number of Directors on the
Board of the Company from 12 to 18.
Presently, the Board of Directors comprises of eleven directors (including 1 alternate director). All the
Directors on the Board are non-executive. The Board comprises of an Independent Chairman and
three Independent Directors. The composition of the Board of Directors as on October 14, 2005 is as
given below:
Name, Address,
Occupation
Address
Designation
Other Directorships
Mr. G.K. Arora,
181, Sector 15-A
Chairman
Age: 72 years
Noida 201 301
Independent
Ex- IAS, Former Finance
Uttar Pradesh
Director:
Alliance Capital (ACAM) Trust
Company Private Limited
and Term
Secretary,
Former
GoI
and
Executive
Director, IMF
Retd. (IAS)
Bengal Ambuja Housing Dev. Ltd
Jaiprakash Associates Ltd
Jaiprakash Hydro Power Ltd
Alps Industries Ltd
HGS India Ltd
Infrastructure Leasing & Financial

Services Limited
Liable to retire by
rotation
Sunil Synchem Ltd.

Consolidated
Transportation
Networks Limited
DND Flyway Limited
Non-Executive Chairman:
Roto Pumps Ltd
SARA Fund Trustee Company Pvt.

Limited
Mr. R. K. Bhargava,
C- 390 Defence
Independent
Television Eighteen India Ltd
Chairman:
56
Age: 70 years,
Colony
Asian Hotels Ltd.
Ex-IAS, Former Chief
New Delhi 110 024
WBW Consultants Pvt. Ltd.
Secretary, Govt of Uttar
Director:
Pradesh and Ex-Home
Kajaria Cermaics
Secretary, GoI
Duncans Ltd.
Innova Securities
JCL International Ltd.
H. B. Portfolio Ltd.
Vidhi Vedika Heritage (Pvt.) Ltd.
Retd. (IAS)
Liable to retire by
rotation
Mr. Piyush Mankad,
C-II/85, Moti Bagh,
Age : 64 years,
New Delhi
Retd.
IAS,
Executive
Independent
Former
Director
of
India and four other

countries
and
Board
Member
Asian
Development
Bank,
Director:
Tata International Limited
Tata Elxsi Limited
DSP Merrill Lynch Fund Managers
Limited
Max India Limited
Mahindra & Mahindra Financial
Services Limited
Manila.
Retd. (IAS)
Liable to retire by
rotation
Mr. P. T. Thomas,
A-93, Twin Towers,
Age: 58 years,
Prabha Devi,
General Manager,
Mumbai - 400025
IDBI
Independent
(Nominated
by IDBI)
Director:
National Scheduled Tribes Finance and
Development Corporation
Nominee Director:
Gujarat Siddhee Cements Ltd
Service
Non-Retiring Director
Mr. Ravi Parthasarathy,

Age: 54 years
Service
Liable to retire by
rotation
Flat No. 1201 / 1202
Promoter
Chairman & Managing Director :
Vinayak Angan
Director
Infrastructure Leasing & Financial Services
12th Floor
(Nominated
Ltd.
Behind Datta
by IL&FS)
Mandir
Chairman:
Old Prabha Devi
Road
IL&FS Education and Technology

Services Limited.
57
Prabha Devi
IL&FS Investsmart Limited
Mumbai - 400 028
Tamil Nadu Road Dev. Co. Ltd.
IL&FS Infrastructure Development

Corporation Ltd.
Integrated Property & Management

Services Limited
IL&FS Ecosmart Limited
Director:
National Stock Exchange of India Ltd.
IL&FS Investment Managers Ltd.
New Tirupur Area Dev. Corp. Ltd.
ORIX Auto & Business Solutions Ltd.
Kerala High Speed Corridor
Haldia Integrated Development
Company Limited
Agency Limited
Director in Private Companies:
Mr. Hari Sankaran,
29B, Cater Road
Age: 44 years
Bandra (West)
Service
Mumbai 400 050
Manipal Enterprises Private Limited
Promoter
Managing Director :
Director
(Nominated

Services Limited
by IL&FS)
Liable to retire by
Joint Managing Director:
rotation

Services Ltd.
Director:
PDCOR LTD.
Tamil Nadu Road Dev. Co. Ltd.

Gujarat Toll Road Investment Co. Ltd
Tamil Nadu Water Investment
Company Ltd.
IL&FS Ecosmart Ltd.
Corporation Ltd.
Consolidated
Transportation
Networks Ltd.
North Karnataka Expressway Limited
Thiruvananthapuram
Road
Development Company Limited
Road Infrastructure Development
Company of Rajasthan Limited
Wilbur Smith Associates Private
Limited
Federation of Indian Chamber of
Commerce and Industry
58
Mr. Arun K Saha,
Flat No. E, Raheja
Promoter
Age: 52 years
Towers, Aga Ali
Director
Abbas Road,
(Nominated
Ulsoor, Bangalore
by IL&FS)
Service
Liable to retire by
Mr K Ramchand,
701, 7th Floor
Promoter
Age: 51 years
Lloyds Garden,
Director
CEO, Gujarat Toll Road
Next to Tata
(Nominated
Investment Company
Showroom, New
by IL&FS)
Limited
Prabhadevi,
Prabhadevi,
Liable to retire by
rotation
Executive Director:
Services Limited
Director:
Corporation Limited
IL&FS Education & Technology
Services Limited
IL&FS Investment Managers Limited
IL&FS Trust Company Limited
Gujarat
Toll
Road
Investment
Company Limited
ORIX Auto and Business Solutions
Limited
Consolidated
Tansportation
Networks Limited
IL&FS Academy for Insurance and
Finance Limited
Taj Lands End Limited
IL&FS Investsmart Insurance and
Risk Management Services Limited
IL&FS
Investsmart
Commodity
Brokers Limited
Free Trade Warehousing Pvt Ltd
rotation
Service
Vice Chairman:
IL&FS Investsmart Limited
Mumbai 400 025
Managing Director:
Director :
Gujarat
Toll
Road
Investment
Company Ltd.
Gujarat State Road Dev. Corp. Ltd.
Tamil Nadu Road Development Co.
Limited
Narmada Infrastructure Construction
Enterprise Limited
Thiruvananthpuram
Road
Development Company Limited
Road Infrastructure Development
Company Rajasthan Limited
Kerala
High
Speed
Corridor
Company Limited
Pipavav
Ship
Dismantling
&
Engineering Limited
Trans Harbour Link Private Limited
Kohinoor
CTNL
Infrastructure
Company Limited
Rewas Port Development Company
59

Mr. Shahzaad Dalal,
Crescent Heights
Nominee
Age: 48 years
9th Floor
Director
# 902,
(Nominated
V. N Naik Road
by AIG India
Mumbai - 400 007
Sectoral
Service
Liable to retire by
Equity Fund)
rotation
Limited
West Gujarat Expressway Limited
Vice Chairman & Managing Director of:

Director:
SARA Fund Trustee Co. Pvt Ltd.
IL&FS Finvest Limited
Bharat Serums & Vaccines Ltd.
Indraprastha Gas Ltd
Shoppers Stop Ltd.
Services Limited
IPF Online Ltd.
Datamatics Technologies Limited
Ethypharm LL Private Limited
Development Investment Trustee
Company Private Limited
Tejas Networks India Limited
Max Telecom Ventures Limited
Consolidated
Transportation
Networks Limited
iMetrix Technologies Limited
AIG Indian Equity Advisor LLC,
Mauritius
IL&FS Investment Insurance &
Risk
Management
Services
Limited
Arch Pharma Labs Limited
ABG Shipyard Limited
Trustee:
IL&FS Venture fund
Partner:
M M Kaderjee & Co.
Mr. Timothy James
79, Culross Road,
Nominee
Woodhead
Bryanston,
Director
Age: 47 years
Johanesburg,
(Nominated
South Africa
by Intertoll)
Service
Liable to retire by
rotation
Mr. Julian Thomas
22, Honeybush
Alternate
Managing Director:
Intertoll Holdings (South Africa)
Intertoll (South Africa)
Chairman:
Intertoll Africa (South Africa)

Director:
Group
Five
Infrastructure
Developments (South Africa)
Gdansk
Transport
Company
Supervisory Board
Magyar
Intertoll
(Hungary)
Supervisory Board.
Intertoll ICS India Pvt. Ltd
Intertoll ICS CECons O&M
Company Pvt. Ltd.
Director:
60
Age: 41 years
Street, Irene
Director to
Pretoria, South
Mr. Timothy
Africa
James
Woodhead
Intertoll Holding
Intertoll Pty Limited
Gdansk Transport Company SA
Magyar Intertoll Rt
Intertoll ICS India Pvt. Ltd.
Intertoll ICS CECONS O&M Co.
Pvt. Ltd.
Intertoll
ICS
Ahmedabad
Mehsana
Intertoll India Consultants Private
Limited
Mr. Gopi Arora, aged 72 years, holds a Masters degree in History from Allahabad University and a
Masters Diploma in Public Administration from Harvard University, Boston. He has rich work
experience stretching over 40 years in diverse fields. He was Finance Secretary in the Ministry of
Finance, Government of India for the year 1989-90 and Secretary in the Ministry of Information &
Broadcasting, Government of India for the year 1988. He has acted as Executive Director to the
International Monetary Fund representing India/Bangladesh/Bhutan/ Sri Lanka for 3 years and has
been the Economic Minister, Embassy of India, Moscow during 1975-78. Further, he has also held the
posts of Joint Secretary (1983), Additional Secretary (1984-87) and Special Secretary (1987) in the
Office of the Prime Minister, Government of India.
Mr. R.K. Bhargava, aged 70 years, holds an M.A. and is a Retired IAS officer. He has around 35 years
experience in holding positions in the Government administration and the industry. He has been
founder of Bridge Corporation and ex-chairman of NOIDA. He has also been Chairman of the India
Habitat Centre. Further, he has been Industry Secretary to the Government of UP; Irrigation and
Power Secretary, Government of UP; Joint Secretary Industry, Government of India and Joint
Secretary Petroleum, Government of India.
Mr. Piyush Mankad, aged 64 years, holds a Postgraduate Diploma in Development Studies from
Cambridge University, U.K. and is a retired IAS officer. He has had 42 years of rich experience in the
Indian Administrative Service, which he joined in 1964, topping his batch. He has held a number of
prestigious positions. He has been Counsellor (Economic) in the Indian Embassy, Tokyo; Controller of
Capital Issues, Ministry of Finance; Finance Secretary, Government of India and Executive Director
for India and four other countries and Board Member, Asian Development Bank, Manila, which was
his last assignment till July 2004. His areas of experience and expertise include public finance and
policy, capital market regulation and development, promotion of industry, FDI and infrastructure
and public administration.
Mr. P.T. Thomas, aged 58 years, holds a B.Sc. (Engineering.) degree. He has 23 years working
experience in All India Financial Institution. Mr. Thomas is currently the General Manager of IDBI
Limited. He has been a Director on the National Scheduled Tribes Finance and Development
Corporation and the Gujarat Siddhee Cements Ltd.
Mr. Ravi Parthasarathy, aged 54 years, holds a Bachelors degree in Science (B.Sc) from Madras
University and a Postgraduate degree in management from IIM-Ahmedabad. He has a rich and
varied experience in the infrastructure, banking and financial services sector for over three decades.
He has worked with private sector companies like 20th Century Finance Corporation and Citibank
N.A. He heads IL&FS as the Chairman & Managing Director and has been at the helm of affairs since
the organization commenced operations in 1988. He has worked with 20th Century Finance
Corporation Limited as its Executive Director. Prior to that he gained exposure to merchant banking
as well as corporate banking functions at Citibank N.A. Mr. Parthasarthy is on the board of several
companies. In addition, he has been co-opted on various committees of the government and trade
associations in relation to development of new structures in the financial sector, infrastructure and
61
overall economic development. He is also a Member of the expert committee on infrastructure,

constituted by the Government of India.
Mr. Hari Sankaran, aged 44 years, holds a Bachelors degree in Arts (Economics) and a Masters
degree in Science (Economics) from the London School of Economics and Political Science. He is also
a Shell Research Associate, Department of Economics in University of Dundee, UK. He has rich
experience in managing the development of infrastructure projects on a Public-Private-Partnership
(PPP) basis and in developing appropriate financing and contractual strategies to finance projects and
generate stakeholder value. He has worked as Project Analyst in the Industrial Credit & Investment
Corporation of India (ICICI), Mumbai, focussing on the evaluation of industrial projects. He is
currently a Joint Managing Director and Member of the Board of Directors of IL & FS. Mr. Hari
Sankaran is on the Board of several companies.
Mr. K. Ramchand, aged 51 years, holds a Post Graduate Degree in Development Planning and is a
Civil Engineer. He has over 25 years of work experience in the Urban & Transport sector and has been
actively engaged in creating and developing frameworks to enable commercialisation of the
Transport and Urban Infrastructure sector in India. In the recent past he has been involved in large
number of private infrastructure initiatives including the successful commissioning on time and to
budget of various Toll Road projects in Gujarat and for the NHAI. Mr Ramchand is currently the
President and Chief Executive Officer of Consolidated Transportation Networks Pvt. Ltd. (CTNL), a
company set up by the Infrastructure Leasing and Financial Services Ltd. Prior to joining IL&FS, Mr.
Ramchand has also worked on consulting projects with ORG, Dalal Consultants, MMRDA and
CIDCO.
Mr. Arun Saha, aged 52 years, holds a Masters degree in Commerce (M.Com) and is a Chartered
Accountant and Company Secretary. He has over two decades of experience in the financial sector in
the areas of financial services, infrastructure, asset management and distribution, etc. He has been
associated with IL&FS for around 15 years and is currently working as the Executive Director and
Company Secretary 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 agencies of governments,
enabling and facilitating cost effective resource mobilization and deployment, etc. Prior to joining
IL&FS he worked for about 4 years with WIMCO Limited, where he handled finance, accounts,
budgets, MIS and dealing with banks and financial institutions.
Mr. Shahzaad Dalal, aged 48 years, holds a Masters degree in Management from the Northeast
Lousiana University, USA. He has over 20 years of work experience in the financial sector in the areas
of overall planning, raising of resources, asset management, structured leasing, marketing an credit
evaluation. He has was earlier in charge of the asset management business of the IL&FS Group, which
includes IL&FS Asset Management Company, the Oppenheimer India Fund and the AIG India
Sectoral Equity Fund. Prior to joining IL&FS, Mr. Dalal was responsible for structured leasing and
hire purchase products, marketing and credit evaluation with ICICI. He is currently the Vice
Chairman and Managing Director of IL&FS Investment Managers Limited.
Mr. Timothy James Woodhead, aged 47 years, holds a B.Sc degree in Engineering as well as an MBA
from the University of Capetown, South Africa. He is currently the Managing Director of Intertoll
Group which is a business unit of Group Five Limited, a Construction and Infrastructure Group,
listed on the South African Stock Exchange. His prior experience includes as operations manager and
marketing manager in Ready Mix Materials in 1989-92. He also worked as senior engineer with
Watermeyer Legge Piesold & Uhlmann during 1982-1988.
Mr. Julian Thomas, aged 41 years, holds a B.A., LLB and a Masters Degree in Business
Administration from the University of South Africa. He has 16 years of work experience and has been
62
posted across Johannesburg, Warsaw, London, Budapest, Mumbai and New Delhi. He has been
Managing Director of Intertoll ICS CECons O&M Company Private Limited and Magyar Intertoll RT.
He has also held the position of Director Commercial and Legal with Group Five Infrastructure (Pty)
Ltd and Intertoll (Pty) Ltd. Further, he has acted as Senior Legal Advisor and Commercial Manager in
Sasol Limited and Sasol Petroleum International (Pty) Ltd. In Johannesburg, South Africa.
Borrowing Powers
By an ordinary resolution passed at the EGM of the Company held on March 25, 2004, the Board of
Directors of the Company has been authorized pursuant to Section 293(1)(d) of the Companies Act,
1956, to borrow, from time to time, any sums of monies not exceeding Rs. 800 crores on such terms
and conditions as the Board of Directors may deem fit, with or without security, notwithstanding that
the aggregate amounts of monies borrowed (apart from temporary loans obtained or to be obtained
from the Companys bankers in the ordinary course of business) exceeds the aggregate paid up
capital and the free reserves of the Company.
Corporate Governance
The Company has complied with SEBI guidelines in respect of Corporate Governance as applicable to
it. The Company has filed compliance report on corporate governance for quarter ended September
30, 2005 on October 5, 2005 with the Stock Exchange.
Committees of the Board
The Board of Directors has constituted the following Committees of Directors:
Audit Committee:
The Audit Committee has been constituted in accordance with the provisions of the Listing
Agreement. The Non-Executive Independent Chairman heads the Audit Committee. 5 meetings of
the Audit Committee were held in FY 2004-05. Presently, the composition of the Audit Committee is
as follows:
Mr. Gopi Arora, Chairman
Mr. R.K. Bhargava
Mr. Arun K. Saha
Mr. P.T. Thomas
Monisha Macedo, Company Secretary
Remuneration Committee (HRD Committee of Directors):
The HRD Committee comprises of an Independent Chairman and two Promoter Directors. Currently
all the members of the committee are non-executive Directors. The HRD Committee has been
constituted in accordance with the provisions of the Listing Agreement. The committee met four
times during FY 2004-05. Presently, the composition of the Remuneration Committee is as follows:
Mr. Gopi Arora, Chairman

Mr. Hari Sankaran
Investor Grievance Committee:

The committee comprises of three non-executive directors of the Company. Six meetings of the
Investor Grievance Committee were held in FY 2004 - 05. The Company Secretary has been
designated as Compliance Officer for the Stock Exchanges as well as the investor queries/complaints.
Presently, the composition of the Investor Grievance Committee is as follows:
63
Mr. R.K. Bhargava, Chairman

Mr. Gopi Arora
Mr. Tim Woodhead (Alternate Director-Julian Thomas)
Apart from the above, Company also has

Allotment Committee - Scope of work for the Committee is to allot shares/other securities to any one
or more persons/institutions as may be permitted by the shareholders through resolutions.
Restructuring Committee - Scope of work for the Committee, inter alia, included authorisation to
undertake all decisions/activities required to give effect to the restructuring package approved by the
CDR Empowered Group of Banks and FIs vide their letter of intent dated January 6, 2003 and
amendment dated January 16, 2003.
Marketing Committee Scope of work for the Committee is to advise and approve the marketing
strategies to be adopted / proposed to be adopted by the Company, including any
concessions/discounts.
Bond Issue Committee The Bond Issue Committee is authorised to do all such acts as are necessary
in relation to issuance of bonds by the Company including but not limited to appointment of
intermediaries for the bonds issue, deciding on the timing, pricing, terms and conditions of bonds
issue, approving the draft/final offer documents and making necessary changes as required by
SEBI/NSE/BSE.
Rights Issue Committee - The Rights Issue Committee is authorised to do all such acts as are
necessary in relation to the rights issue including but not limited to appointment of intermediaries for
the rights issue, deciding on the timing, share entitlement ratio, pricing, record date, terms and
conditions of rights issue, approving the draft/final offer documents and making necessary changes
as required by SEBI/NSE/BSE.
Shareholding of Directors
Following are the shareholding of directors as on date of filing:
S.No.
1.
2.
3.
4.
5.
5.
Name of Directors
Ravi Parthasarathy
Hari Sankaran
K. Ramachand
R.K. Bhargava
Arun Saha
Shahzaad Dalal
No. of shares
35,000
2,50,000
1,00,000
35,000
1,00,000
35, 000
Interest of Directors
All the directors of the Company, are interested in their capacity as a Director to the extent of fees, if
any, payable to them for attending meetings of the Board or Committee and reimbursement of
travelling and other incidental expenses, if any, for such attendance as per the Articles. The nonwholetime / non-executive Directors are interested to the extent of the commission payable to them.
No commission has been paid to directors of Company.
64
The Company, however, is incurring expenses of maintaining an office for the non-executive
Chairman as per the non-mandatory provisions of the Listing Agreement.
There are no Executive Directors on the Board of the Company. The Company has not made any
payment/reimbursement of expenses to the Directors, other than sitting fees, travel and lodging
expenses for attending Board/Committee Meetings, and the expenses borne towards the car and
driver used for attending Board Meetings and other official work given to Mr. R.K. Bhargava, Non
Executive Director, from time to time. As approved by the Board of Directors and thereafter the
shareholders at the 7th Annual General Meeting of the Company held on September 16, 2003, the
Company has applied to the Department of Company Affairs seeking approval for providing Mr.
Bhargava with a chauffeur driven car on a full time basis. This application is still pending.
The Directors may also be considered interested to the extent of any equity of Company held by or to
be allotted to them pursuant to the rights issue or their relatives and associates or held by the
companies, firms and trusts in which they are interested as director, member, partner, and/or trustee,
and to the extent of benefits arising out of such shareholding and to the extent of options under the
ESOP 2004 scheme granted to the Directors.
Directors of the Company who are also on the board of the Promoter may be considered interested in
the transactions between the Promoter and the Company by virtue of their position as directors of
both companies. For details of transaction, please refer to the section titled Promoter on page _____
of this Letter of Offer.
Except as stated otherwise in this Letter of Offer, the Company has not entered into any contract,
agreements or arrangement during the preceding two years from the date of the Letter of Offer in
which the directors are interested directly or indirectly and no payments have been made to them in
respect of these contracts, agreements or arrangements are proposed to be made to them.
Changes in Directors in Last 3 Years
Sr.
Name of Director
Position Held
Date of Change
Nature of Change
1.
Dr. Om Prakash
Nominee Director -
February 28, 2003
Appointment (ex-officio
2.
Mr. T T Joseph
May 27, 2003
Appointment
NOIDA
Independent Director
capacity) CEO, NOIDA
(Ex-
officio
Capacity),
Principal
Secretary,
PWD
3.
Dr. Om Prakash
Nominee Director -
September 16, 2003
NOIDA
Due for Reappointment

at the Annual General
Meeting.
Appointment
was dropped due to a

change in portfolio
4.
Mr. Brijesh Kumar
Nominee Director-
October 30, 2003
NOIDA
Appointment
officio
Chairman
(Ex-
Capacity),
&
CEO,
NOIDA
5.
Mr. Mohd. Haleem
Nominee Director-
Khan
NOIDA
Mr. Brijesh Kumar
Nominee Director-
October 30, 2003
Appointment
officio
(Ex-
Capacity)
Additional CEO, NOIDA

6.
January 30, 2004
Resignation due to a
65
NOIDA
7.
Mr. Vinod Malhotra
Nominee Director-
change in portfolio
January 30, 2004
NOIDA
Appointmentofficio
(Excapacity),
Chairman
&
CEO,
NOIDA
8.
9.
Mr. Mohd. Haleem
Nominee Director-
Khan
NOIDA
Mr. Prabil Raj
Nominee Director-
April 30, 2004
change in portfolio
June 8, 2004
IFCI
Resignation- as per the

Nominee
Institutions
request
10.
Mr. T.T. Joseph
June 28, 2004
change in portfolio
11.
Mr. Vinod Malhotra
Nominee Director,
12.
Mr. Deo Datta
Nominee Director-
June 28, 2004
NOIDA
change in portfolio
June 28, 2004
NOIDA
Appointment
officio
(Ex-
capacity),
Chairman
&
CEO,
NOIDA
13.
Mr. Ravi Mathur
Nominee Director-
July 30, 2004
Appointment-
(Ex-
Government of Uttar
Officio
Pradesh
Industrial Development
capacity),
Commissioner,
Government
of
Uttar
Pradesh
14.
15.
Mr. Ravi Mathur
Mr. Ravi Mathur
Nominee Director-
September 15, 2004
Appointment lapsed at
Government of Uttar
the
Pradesh
Meeting
Nominee Director-
October 25, 2004
Annual
General
Appointment-
(Ex-
Government of Uttar
Officio
Pradesh
Industrial Development
capacity),
Commissioner,
Government
of
Uttar
Pradesh
16.
Mr. Arun Saha
17.
Mr. Piyush Mankad
18.
Mr. Deo Datta
Nominee Director-
January 25, 2005
Appointment (Executive
IL&FS
Director- IL&FS)
April 21, 2005
Appointment (Ex-IAS)
Nominee Director-
July 29, 2005
NOIDA
change in portfolio (exofficio) appointment
19.
Mr. Ravi Mathur
Nominee Director-
July 29, 2005
Goverment of Uttar
change in portfolio (ex-
Pradesh
20.
Mr. Awnish
Nominee Director-
Awasthi
NOIDA
officio) appointment
July 29, 2005
Appointment
in
Ex-
Officio capapcity, CEO
66
NOIDA
21.
Mr. P. K. Sethi
Nominee Director-
Resignation-
August 17, 2005
IDBI
Nominee
Director
representing
IDBI-
Nomination
withdrawn
22.
Mr. P.T. Thomas
Nominee Director-
Appointment as a Non
August 17, 2005
IDBI
Retiring
Nominee
Director of IDBI
23.
Mr. Awnish
Nominee Director-
Awasthi
NOIDA
September 28, 2005
change in portfolio (exofficio) appointment
24.
Mr. Stephen Temple
Nominee Director -
Resignation
October 6, 2005
DAI (India) Limited

25.
Mr. Santosh
Senapati
Nominee Director
Nomination withdrawn
Resignation
October 13, 2005
AIG Indian Sectoral
Nomination withdrawn
Equity fund
Management & Human Resources
The day to day affairs of the Company are being looked after by the President & CEO under the
direction, control and supervision of the Board of Directors. The Company has a lean organisation
with total staff strength of 14. Qualified personnel reporting to the President & CEO, head the key
functions such as Finance, Secretarial, Marketing and Operations.
Organisation Chart
Pradeep Puri
(President & CEO)
Suman Tikia
(Secretary)
Monisha Macedo
(Sr. Vice President & Company Secretary)
Secretarial Department
Sindhu Nair
(Secretary)
Pooja Agarwal
(Assistant Manager)
Ajai Mathur
(Vice President)
Operational Department
T.M. Sindhu
(Secretary)
Operational Department
Sutanu Pati
(Assistant Vice President)
Finance Department
Anwar Abbassi
(Assistant Manager
Operations Department
T.K. Banerjee
(Vice President)
Finance Department
SIndhu Nair
(Secretary)
Finance Department
Rajiv Jain
(Manager)
Finance Department
Tridesh V
(Senior Officer)
Finance Department
Sutanu Pati
(Assistant Vice President)
Finance Department
N.S. Rawat
(Officer)
Finance Department
67
Key Functionaries of the Company

At present the key functionaries are as follows:
Name
Designation &
Qualification
Functional area
Experience
Date of
Details of
(yrs)
appointment
Previous
Employment.
Pradeep Puri
President
&
CEO
Monisha
Sr.
Macedo
President
M.A.(Hons.)
27 years
IAS
Vice
&
Company
20,
Ex-I.A.S.
1998
B. A. (Hons.)
Economics
August
14 years
&
December 11,
Practicing
1998
Company Secretary
FCS
SecretarySecretarial
Ajai Mathur
Vice President -
B. A, MBA
23 years
Marketing
August
2000
1,
Worked with Voith

Hydro
Kraftwerktechnik
GmbH & Co. KG
T. K. Banerjee
Chief Financial
M. Com,
Officer
F. C. A
27 years
September
Worked
11, 2000
Electrical
in
Manufacturing Co.
Ltd.
All the key management personnel are on permanent payrolls of the Company. Except for Mr. T.K.
Banerjee, who is related to Mr. Arun K. Saha, none of the key managerial personnel are related to the
directors of the Company.
Mr. Pradeep Puri, President & CEO of the Company, aged 49 years, has qualified as an MA, Delhi
University. He joined the Indian Administrative Service (IAS) in 1978. He has total work experience of
27 years including 8 1/2 years of work experience with the Company. His present responsibilities in
the Company include looking after the day-to-day affairs of the Company under the direct control
and supervision of the Board of Directors. His gross compensation for 2004-05 was Rs. 87,91,597.
Ms. Monisha Macedo, Senior Vice President & Company Secretary of the Company, aged 40 years,
has qualified with a B.A. (Hons.) Economics, St. Stephens College, Delhi (1987) and FCS. She has total
work experience of 14 yeas including 7 years of work experience with the Company. Her present
responsibilities in the Company include functioning as a Company Secretary and reporting to the
President & CEO. Her gross compensation for 2004-05 was Rs. 21,38,546.
Mr. Ajai Mathur, Vice President of the Company, aged 46 years, has qualified with a Masters in
Business Administration, University of Lucknow (1981). He has total work experience of 23 years
including 5 years of work experience with the Company. His present responsibilities in the Company
include marketing, overseeing operations and maintenance, corporate affairs, all administrative and
commercial matters, relief and rehabilitation and business development. His gross compensation for
2004-05 was Rs 25,57,778.
Mr. T.K. Banerjee, CFO of the Company, aged 54 years, has qualified as an M.Com, University of
Calcutta (1977) and as a C.A. from ICAI (1977). He has total work experience of 27 years including 5
68
years of work experience with the Company. His present responsibilities include functioning as a
CFO. His gross compensation for 2004-05 was Rs 16,37,880.
Details of Bonus or Profit sharing Plan to key managerial personnel:
The Company does not have any Bonus or profit sharing plan with any of its Key Managerial
personnel. An annual performance related pay, however, is paid to all employees.
All the persons whose name appear as key management personnel are on permanent rolls of the
Company and are not employed by any of the Group concerns.
Shareholding of the Key Management Personnel
The shareholding of the Key Managerial Personnel as on 19 October 2005, including the shares
allotted under the ESOP 2004 is given below:
Name of KMP
Mr. Pradeep Puri
Ms. Monisha Macedo
Mr. Ajai Mathur
Mr. T. K. Banerjee
No. of shares
2,70,000
31,000
26,500
25,000
Changes in Key Management Personnel

There has been no change in the key managerial personnel of the Company in the last three years.
69
PROMOTER AND ITS BACKGROUND

NTBCL is a Special Purpose Vehicle promoted by Infrastructure Leasing and Financial Services Ltd
Infrastructure Leasing and Financial Services Ltd. (IL&FS)
History
IL&FS is a non-banking finance company, promoted by the Central Bank of India (CBI), Housing
Development Finance Corporation Limited (HDFC) and Unit Trust of India (UTI). Over the years
IL&FS has broad-based its shareholding and inducted institutional shareholders including State Bank
of India, ORIX Corporation, Japan, International Finance Corporation, Washington, Credit
Commercial de France and Indivest Pte Ltd, an Affiliate of Government of Singapore.
The Promoter has been mandated to undertake operations in the following business segments:
(a)
Commercialisation of infrastructure projects through formulation of commercially viable

schemes in conjunction with public and private sector project sponsors as well as project
development and infrastructure advisory services
(b)
Providing a full range of financial services including leasing, investment banking, corporate
finance, project finance, advisory services and distribution, capital market services, fund
management and back office services
Business Operations
The business operations of IL&FS can be categorised into the following broad areas:
(1)
(2)
(1)
Infrastructure Project Development and Advisory Services

Investment Banking and Corporate Advisory Services
Infrastructure Project Development and Advisory Services:

IL&FS has been specifically mandated to implement infrastructure projects on a commercial
format without recourse to budgetary allocations. Over the last few years, IL&FS has been actively
engaged in creating and developing a framework to enable such commercialisation.
IL&FSs focus is on the following sectors:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Surface Transport and Other Transportation Systems

Water Supply
Hydro Power
Integrated Area Development
Special Economic Zones
New Initiatives
Environmental & Social Management
International Project Development
In respect of infrastructure sectors such as surface transport, water supply and area
development, IL&FS has adopted a multiplicity of roles including project conceptualisation,
project development, financing, sponsorship, project management and project
implementation.
(a)
Surface Transport and Transportation Systems:
70
The important initiatives of IL&FS in the surface transport sector are briefly provided
below:
(i)
Delhi - Noida Bridge:

An eight-lane bridge of approximately 550 meters length across the Yamuna
River and approach roads on the South Delhi and Noida ends has been
completed. The project was among the first large private sector initiatives in
the surface transport sector in India and has been implemented during a
period characterised by difficult economic conditions, four months ahead of
schedule and within budgeted costs. Noida Toll Bridge Company Limited
(NTBCL) the project company, embarked on programs to attract additional
vehicular traffic through direct marketing, advertising, etc with a focus on
emphasising the benefits of the project in terms of fuel and time saving
Pursuant to this, the traffic on the bridge has grown steadily from
approximately 11,000 vehicles/ day in March 2001 to more than 60,000
vehicles/ day in March 2005 resulting in a significant increase in cash flow.
NTBCL has initiated necessary steps for realizing the development income
arising out of use of surplus land available, as well as construction of new
links to augment the traffic flow on the bridge. Steps have also been initiated
to re-engineer the finances so that the debt service obligations dovetail into
the cash flow of NTBCL accruing over the concession period
(ii)
Gujarat Road Projects:

The Company has promoted two toll road projects in the State of Gujarat
along with Government of Gujarat (GoG). The Vadodara Halol Toll Road
(VHTR) Project was commissioned in FY-2001 and Ahmedabad Toll Road
(AMTR) Project was commissioned in FY-2003. Consequent to the slowdown
of manufacturing and agriculture growth both the projects had been facing
difficulties and traffic was below expectations,. The situation was
exacerbated in case of VHTR due to communal disturbances in the State of
Gujarat. Hence, financial restructuring was initiated. Pursuant to
restructuring scheme approved by CDR cell and stakeholders of project
companies, a scheme of arrangement was filed with and approved by the
Honble High Court of Gujarat. Now, the merged entity Gujarat Toll Road
Investment Company Limited, is expected to achieve viable operations
(iii)
North Karnataka Expressway Project:

The Project entailing the construction of 77 kms cement road on National
Highway Number 4, connecting Belgaum to the Maharashtra Border was
undertaken through North Karnataka Expressway Limited, a Project
Company. The project had been bid out by NHAI, and was the first Annuity
project to be awarded. The project has been completed well ahead of
schedule and within the budgeted cost.
(iv)
Tamil Nadu Road Projects:
71
Tamil Nadu Road Development Company Limited (TNRDC) is a venture

jointly promoted by IL&FS and Tamil Nadu Industrial Development
Corporation Limited (TIDCO). TNRDC has taken up the improvement and
maintenance of the East Coast Road (ECR), connecting Chennai and
Pondicherry (via Mahabalipuram). The project was commissioned on time
and within the budgeted costs and the facility is opened for commercial
operations. TNRDC has now expanded its activities to include the role of
Project Developer, Promoter, Program Manager, Service Provider and
Advisor to both Government of Tamil Nadu as well as National Highway
Authorities of India
(v)
West Gujarat Expressway Limited (WGL):

WGL is a Special Purpose Company set up to implement the development of
Jetpur-Gondal-Rajkot By-Pass Road Project on a Built Operate and Transfer
basis. The project entails widening of an existing two-lane road of 36 kms
length to four lanes and improvement of existing four lanes of 32 kms. The
financial close of the project has been achieved and the project is currently
under implementation
(vi)
Thiruvananthapuram City Road Improvement Project:

The consortium led by IL&FS and CTNL has been awarded
Thiruvananthapuram City Road Improvement project by Kerala Road Fund
Board and Government of Kerala to be implemented on Built, Operate, and
Transfer basis. The financial close of the project has been achieved. The
project is currently under implementation
(vi)
IT Expressway Limited:
This is a wholly owned subsidiary of Tamil Nadu Road Development
Company Limited set up to implement the IT Corridor Project, a 20 km periurban road extending from Adayar in Chennai to SIPCOT IT Park in Siruseri.
The IT Corridor is poised to be a world class facility which will change the
paradigm of urban re-generation and development and position Tamil Nadu
as the state that is most user friendly to the IT Companies
(vii)
Road Infrastructure Development Company of Rajasthan Limited

(RIDCOR):
IL&FS has entered into an agreement with the Government of Rajasthan
(GoR) and set up this joint venture company. GoR has agreed to entrust the
implementation of the prestigious Mega Highway Project to RIDCOR
involving improvement and upgradation of identified State roads,
aggregating in excess of 1000 kms and spread across the State. The project
will be transformational in character in that the North-south links would be
the first of its kind in Rajasthan and would significantly improve intra State
travel
(viii)
Surface Transport Initiatives:
72
The Company along with its affiliate Consolidated Transportation Network

Limited, is working on following advisory mandates:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(ix)
Second Vivekananda Toll Bridge Project

Pune Shirur Road Project
Nashik Niphad Road Project
Jabalpur Narsinghpur Piparia Road Project
Jas Toll Road
Prakasha Chadwel Vinchur Sawalivihir Road Project
McNally Bharat Engineering Company Limited
Mega Rail cum Road Bridges as Boghibil in Assam and Monghyr
in Bihar
Karnataka Road Development Corporation Limited Bridges
Sevok Gangtok Nathula Road Project
Pradhan Mantri Grameena Sadak Yojna:

Pradhan Mantri Grameena Sadak Yojna (PMGSY) has been conceived by
Government of India (GoI) to provide road connectivity to approximately
1.58 lakhs villages. The PMGSY is being managed by State Governments
with the Ministry of Rural Development, GoI acting as the nodal agency
IL&FS has been appointed as Programme Manager to the Warana Rural
Roads Development and Maintenance Co-operative Society Limited, a
subsidiary of Warana Co-operative Society, for the development,
implementation and maintenance of approximately 1,100 kilometers of rural
roads in Maharashtra. This is the first such experiment in the country
involving a Public Private Partnership framework in the implementation of
PMGSY. As Programme Manager, IL&FS would prepare the Detailed Project
Report and finalise the design of the roads, the Concession Agreement, as
well as would ensure resource mobilisation and supervision of project
implementation
(b)
Water Supply:
(i)
Tirupur Project:
IL&FS has evolved an integrated area development program for Tirupur, a
leading knitwear centre in Tamil Nadu. The program encompasses
development of water supply, drainage and effluent treatment, road network
improvement, telecom up-gradation and housing. The project has received
significant support from Ministry of Commerce, Government of India, which
has also mandated the Project Company as Programme Manager for
establishment of an Apparel Park. The Project Company also successfully
managed the construction of a new state of the art apparel park including
provision for common facilities and effluent treatment
Tirupur project is ready for commissioning within budgeted cost and time.
The Government of Tamil Nadu has also initiated discussions with IL&FS in
relation to implementation of other water supply projects in the state. The
successful completion of the Tirupur Project has been an important milestone
in development of the water sector in India and has uniquely positioned
IL&FS in this sector
73
(ii)
Visakhapatnam Industrial Water Supply Project:

The Visakhapatnam Industrial Water Supply Project (VIWSP) was conceived
to deliver 520 mld water to industrial areas around Visakhapatnam and
Visakhapatnam Municipal Corporation on a BOOT basis in a Public Private
Partnership (PPP) format. Phase I of the project involves extraction of water
from the Godavari river and pumping it through a new 56 km long steel
pipeline into the existing Yeleru canal for further conveyance. This project
has been commissioned in December 2004 and is the first water supply
project in operation under a BOOT structure.
(c)
Power Sector;
(i)
Hydro Power:
IL&FS is focussing on the Hydro Power Sector in States having significant
potential like Arunachal Pradesh, Uttaranchal and Sikkim. Initial initiatives
have been well received by all concerned personnel in Government, although
there would necessarily be a significant gestation period prior to specific
transactions fructifying in this sector
(ii)
Enercon India Limited:

IL&FS has been mandated as sole Financial Advisor for syndication of long
term debt by Enercon, one of the largest wind farm manufacturers, with a
market share of 30%. Enercon is setting up wind farms in the States of
Karnataka and Rajasthan with an aggregate capacity of 128 MW at an outlay
of Rs 6.03 billion. Power generation from renewable sources has been
identified as high priority by the Government of India: this mandate would
enhance the position of IL&FS in the area of renewable energy sector
(iii)
ONGC Tripura Gas Based Power Project:

IL&FS in partnership with ONGC and the State of Tripura is engaged in
developing a 750 MW natural gas based power project in the State of
Tripura. The power generation and transmission infrastructure in this project
would cost in excess of Rs 40 billion and would lead to significant
employment generation in the region. ONGC has retained IL&FS as Sole
Transaction Advisor and awarded the mandate to provide advisory and
resource mobilization services for the project
(d)
Integrated Area Development:
(i)
Jalore District Area Development: Successive years of drought have

rendered the pursuit of agriculture in Jalore, Rajasthan to be futile and the
condition has been exacerbated by labour migration. IL&FS has undertaken a
multi-sectoral area development programme based on the use of water as the
potential driver for economic activities. The comprehensive development
74
plan for this region includes power supply and distribution, rural road
connectivity, water supply, etc entailing an investment of Rs 15 billion over a
period of three years
(ii)
Infrastructure Projects in Haldia:

IL&FS has entered into an Memorandum of Understanding with Haldia
Development Authority (HDA) for development of infrastructure projects at
Haldia, West Bengal. A Special Purpose Company has been incorporated to
undertake various infrastructure projects with participation from Haldia
Development Authority and prominent local corporates. IL&FS will assist
HAD achieve its objective of sustaining as well as capitalizing industrial
growth at Haldia through developing and implementing a program titled
Haldia Integrated Infrastructure Development Program. Potential projects
include construction of a bridge over the River Hoogly, construction of truck
and bus terminals, improvement of connectivity to Kolkata, water treatment
and distribution, and sewage and solid waste management
(e)
Special Economic Zones:

(i)
Government of India Policy :

The development of Special Economic Zones (SEZ) was announced by the
Ministry of Commerce (MoC), GoI in FY 2000 to provide impetus to export
oriented manufacturing and other activities. IL&FS has been closely
involved with the evolution of policy relating to the governance of SEZs in
the country. The Company has recognized that the development of SEZs is
an infrastructure initiative of national importance
(ii)
Mumbai Special Economic Zone (SEZ):

IL&FS has been appointed as Financial Advisor, Syndication Manager and
Co-Developer of the Project. The project envisages the integration of two
SEZs viz, Maha Mumbai Special Economic Zone and Navi Mumbai Special
Economic Zone. Currently IL&FS is engaged in the vetting the layout,
designs and the cost of the Project, including assessment of the Financial
Model. IL&FS expects to complete the financial close and Debt Syndication of
the project in the near term
(iii)
Expansion of Surat SEZ Project:

The Surat SEZ is one of the Export Processing Zone converted into SEZs in
accordance with the provisions of the Exim Policy 2000. It is an expansion
project with an estimated outlay of Rs 230 million, entails the development of
land, roads, sewage disposal facilities, electricity distribution and a water
supply system. IL&FS has been appointed as Project Advisor and Arranger
for Project debt
(iv)
Handicraft Special Economic Zone:
75
IL&FS has entered into an Agreement with The Export Promotion Council
for Handicrafts for development of Product Specific SEZ for Handicrafts,
Carpets, Jute and other related products at Noida under a Public Private
Partnership framework. IL&FS would undertake project design, induction of
a private partner and syndication of finances of the project
(v)
(f)
The Kakinada Special Economic Zone: The project entails the development
of a Port-based Special Economic Zone at Kakinada in Andhra Pradesh in a
Public Private Partnership framework. The SEZ is proposed to be developed
through a consortia led by IL&FS, ONGC and Kakinada Sea Ports Limited.
IL&FS would act as Project Advisor & Project Management Consultant to
deliver a comprehensive range of services needed for successful
implementation of the project
New Initiatives:
(i)
Cluster Development Initiative:

A large proportion of Indian Industry comprises of Small & Medium
Enterprises operating as informal clusters in urban centers. IL&FS has been
working closely with Ministry of Textiles, Government of India (MoT), on
formulating a strategy for developing the infrastructure of select clusters
with strong export potential. Twenty Textile clusters have been identified
and a detailed scheme to improve their infrastructure levels has been
developed. IL&FS has recently been designated as one of the nodal agencies
for channelising capital grant of Rs 6.5 bn for Greenfield textile clusters.
IL&FS has been selected as a Programme Manager by MoT. At present,
MoAs have been entered into with the promoters (entrepreneurs) of four
textile parks and it is expected that another three MoAs will be signed in the
near future. A similar approach is being proposed for other industry clusters
such as leather, engineering, electro-plating, brassware, etc
(ii)
National Urban Infrastructure Fund:

IL&FS is currently in discussions for promoting a National Urban
Infrastructure Fund (NUIF) with contributions from the World Bank and GoI.
The NUIF would boost the financing of urban infrastructure
(iii)
Development of Ports:
IL&FS has been appointed as the Co-developer and Advisor to both Rewas
and Dighi Ports Projects. A Project Development Company has been
incorporated for the development of the Rewas Port with the participation of
the Private Developer. Similarly a Project Development Company is in the
process of being incorporated with the Private Developer for Dighi Port.
With increasing global trade, the port sector will inevitable be a sector that
registers a very high growth rate. The JNPT Port is expected to face
significant congestion, especially as there is inadequate hinterland available.
The Rewas and Dighi Ports which are situated South of JNPT are expected to
fare well given the availability of land with ancillary facilities and
infrastructure required for port operations
76
(iv)
Renovation of Infrastructure at Schools:

IL&FS has been in discussion with Government of Delhi (GoD) to refurbish
and renovate 11 municipal schools to model standards on a pilot basis. The
project also envisages maintenance of the schools for a period of three years.
Work on these schools is expected to begin in the near term. If this initiative
is successful, it would be possible to scale the pilot project significantly
(v)
Initiatives with West Bengal Industrial Development Corporation:

IL&FS has entered into an agreement with West Bengal Industrial
Development Corporation for development of specific infrastructure and
area development projects, including:
(a)
(b)
(c)
(vi)
(f)
Eastern Link Highway

Knowledge City: IT and BT Parks
Health City
Other Initiatives: The following projects are also under discussion with the
State Government:
(a)
Establishment of a Mega Chemical Industrial Estate (MCIE) at Haldia

which is intended to transform Haldia into a world class destination
for chemical industries in the region
(b)
Development of Waterfront infrastructure along the River Hooghly,

by utilizing the existing dilapidated warehouses and land abutting
the river belonging to the Kolkata Port Trust. The objective is to
create a high-end leisure and commercial destination.
Environment & Social Management Group (ESMG):

The environment management service functions within IL&FS Group has been
domiciled in IL&FS Ecosmart Limited (Ecosmart) in FY 2003 to provide focus on the
increasingly important field of environment engineering. Ecosmart has identified its
strategic lines of business in the areas of Environmental Information Systems, Solid
Waste Management, Common Environmental Infrastructure, Environment
Management Services, Environment and Social Risk Management and Clean
Development Mechanism Initiative. Projects have been taken up in each of these
lines of business and efforts are concentrated to successfully implement them to
provide proof of concept.
Ecosmart operates on a proactive philosophy that ecological thinking is critical to
bring in both sustainability and competitiveness in any economic development. This
distinguishes Ecosmart from other environmental consulting companies. Again,
besides consultancy services, Ecosmart promotes environmental initiatives in the
framework of public private partnership. Here Ecosmart operates as a programme
manager to conceive, steer and manage projects that have a complex interface
between government, business and communities. Programmes such as Ecocity and
Environmental Information Centre with the Ministry of Environment and Forests,
Government of India or Greenhouse Gas Reduction in Textile Cluster at Tirupur with
77
US Agency for International Development are illustrations of ongoing projects where

Ecosmart operates as a Programme Manager
(g)
(2)
International Project Development :
(i)
IL&FS is exploring possibilities of enlarging its business mandate into

neighbouring countries. IL&FS has decided to initially work with
international partners with whom the Company has worked in India to
facilitate entry into the international market
(ii)
These clients today are from the Philippines, Indonesia, Malaysia and Sri
Lanka, IL&FS has been able to generate maximum interest for its
participation in the Surface Transport sector, followed by Information
Technology (covering both education and pure IT projects) and mineral
transportation
(iii)
IL&FS alongwith its local partners would share the responsibility for various
project proponents to assist in the preparation of valid and commercially
viable bids, including the development of contractual documents. IL&FS is
offering services relating to revenue forecasting, vetting of legal and
commercial covenants and in the preparation of the final business plan. The
counter parties are responsible for the provision of capital, and liaison with
the local authorities
INVESTMENT BANKING:
(a)
Strategy: In the area of investment banking, the strategy of IL&FS has been to
develop a comprehensive range of financing options for customers. IL&FS provides
range of facilities which include:
-
(b)
Asset Financing: IL&FS provides customised solutions to its customers to meet their
financial needs, wherein a facility is structured based on the specific requirements of
a customer. IL&FS offers the following types of credit facilities:
-
(c)
Asset Financing
Corporate Advisory Services
Capital Markets
Project Financing
Leasing
Debenture Subscriptions
Term Loans
Corporate Advisory: The corporate advisory group within IL&FS helps develop
financial plans that address the requirements of the promoters as well as their
corporates. Typical assignments in this field include:
-
Structured Finance Solutions

Financial Re-structuring
78
(d)
Capital Markets: The principal activities of the capital market services include:
-
(e)
IV
Mergers and Divestitures

Valuation Services
Structuring of Issues
Development
of
Underwriting
Financial
Plans
and
Financial
Instruments
Project Financing: IL&FS has actively developed project finance capabilities i.e.
providing advisory, financial structuring, structured finance and capital market
solutions, as a composite approach to finance projects for its corporate clients. IL&FS
has provided project finance solutions in areas such as power, hydro, surface
transport and telecom
SELECT AFFILIATE OPERATIONS:
(a)
IL&FS Infrastructure Development Corporation Ltd:

IL&FS Infrastructure Development Corporation (IIDCL), a Subsidiary of IL&FS,
works in partnership with GoI, State Governments, and Industry Associations to
develop infrastructure projects. In the process, IIDCL creates merchant banking,
investment and related opportunities for the IL&FS Group. IIDCL has successfully
developed projects such as the Visakhapatnam Industrial Water Supply Project,
Gangavaram Port Project, Solang Nullah Ski Resort Project, etc. IIDCL is presently
working on development of more than forty infrastructure projects in ten States
(b)
Creation of an Integrated Toll Road Company:

IL&FS presently owns and operates five toll roads, whilst another ten toll roads are in
various stages of development. It has been the experience in most developed
economies that mature toll road operations that are listed on the Stock Exchange
typically command a higher PE multiple than conventional industrial projects. The
higher multiple essentially stems from predictable toll cash flows, coupled with the
nominal O&M costs that are incurred if the toll road is well constructed.
(c)
Consolidated Transportation Networks Limited:

IL&FS had earlier promoted CTNL as a wholly owned Subsidiary in order to focus
on the development, construction, operations and maintenance of toll roads using an
array of available technologies. CTNL provides a range of services to the road sector,
and has developed well over the past two years.
It is now proposed to transform CTNL into a holding company that would
encompass the operations of all toll road properties
(c)
IL&FS Investsmart Ltd:

IL&FS Investsmart Limited (IIL), IL&FS Subsidiary engaged in agency broking and
79
distribution of financial products and services, has evolved into a full service retail
brokerage house with expertise in web based technology and physical distribution,
with a significant presence in other important business areas of Institutional Equity
Broking, Portfolio Management Services, Project Syndication, Merchant Banking and
Institutional Debt Broking. The Shareholders base of IIL has been expanded with the
induction of Soft Bank Asia Infrastructure Fund and E*Trade Financial Company as
Shareholders. These strategic investors would be of relevance for IIL business as well
as would assist in internationalizing its operations. The Initial Public Offer of IIL was
successfully launched and oversubscribed 34 times
(d)
IL&FS Investment Managers Limited:

IL&FS Investment Managers Limited (IIML) manages private equity and venture
capital funds. IIML is a dividend paying Company, listed on major stock exchanges
in India. Funds under management by IIML are in the region of USD 15 billion. The
positioning of IIML as an experienced investment manager, for projects in the
infrastructure sectors, assists IL&FS in meeting its strategic objectives in the area of
project development and provides access to long term funds needed for successful
financial closure of infrastructure projects. IIML is also advising Global Advantage
Private Equity fund of corpus USD 30 million. IIML achieved two of its largest exits
during the year FY 2004 and has undertaken significant efforts to promote a Real
Estate Fund, Cross Border Fund and Phase II of India Project Development Fund
entailing an aggregate corpus of around Rs 13 billion. With these developments,
IIML is strengthening its revenue earning capacity and maintaining steady growth
level
(e)
India Project Development Fund:

The India Project Development Fund (IPDF) was set up by IL&FS in FY 2001 to
assume project development risk prior to financial closure of large projects in the
infrastructure sector. The objective of the Fund is to act as a catalyst to kick-start the
development of large infrastructure projects. Since inception, the Fund has evaluated
various investment opportunities across all infrastructure sectors, with a combined
project cost of over Rs 250 bn. The Fund has been successful in deploying its corpus
in seven projects and currently stands fully committed
(f)
Leverage India Fund:

IL&FS has sponsored the Leverage India Fund (the Fund) with a primary focus on
infrastructure sectors such as power, surface transport, water supply, ports, oil & gas,
telecommunication and allied infrastructure sectors. The Fund proposes to address
the varying risk appetite of investors by offering equity units as well as mezzanine
units. The Fund is managed jointly by IL&FS Investment Managers Limited (IIML),
IL&FS private equity arm, and Punjab National Bank. IL&FS had earlier promoted
the Leverage India Fund (LIF), which has successfully raised approximately USD 110
million
(g)
IL&FS Trust Company Limited:

IL&FS had promoted IL&FS Trust Company Limited (ITCL) as a Subsidiary to
provide the full range of independent fiduciary services. ITCL has today a large
80
client base of Corporates and Institutions, and has been able to create a niche for itself
in the structured products market. It is well positioned as a preferred trustee for high
margins, complex transactions
(h)
IL&FS Infrastructure Realty Fund:

IL&FS is sponsoring IL&FS Infrastructure Realty Fund (the Fund) a private equity
fund mandated to invest in Indian companies mandated to invest in Indian
Companies operating in the Real Estate sector and its related areas. The Fund will be
managed by IL&FS Investment Managers Limited (IIML), which is one of the largest
domestic private equity fund management Companies in the country today. The
Fund is targeting a capitalisation of Rs 10 billion, with a greenshoe option for an
additional Rs 2.5 billion. The Fund expects to achieve a First Close in the near term
THE INDIAN INNOVATION AWARDS 2005

IL&FS has been awarded a gold trophy at the hands of the President of India on March 7, 2005 at
Vigyan Bhawan, New Delhi for being the most Innovative Organisation that has successfully
implemented a number of replicable and high impact infrastructure projects that are models for other
Agencies to follow
Main Object of IL&FS
The following are the primary objects with which IL&FS has been promoted:
(i)
To undertake and carry on the business of Equipment Leasing, Leasing of immovable and
movable properties of all kinds and description and right, title and interest therein and Leasing
of all kinds of goods and articles (including Plants, Machinery, Vehicles, Ships, Vessels, Aircrafts, Apparatuses and Computers) whether required for consumption or for commercial,
industrial or business use or for any purpose whatsoever.
(ii) To undertake and carry out the business of merchant banking including consultancy services of
all kinds and descriptions and in all branches and kinds and for this purpose, to open
branch/branches in India or any part of the world and without prejudice to the generality of
the foregoing, to buy, underwrite, invest in and acquire and hold, sell and deal in stocks,
debenture stock, bonds, obligations and securities issued or guaranteed by any Government,
State, dominions, commissioners public body or authority, municipal, local or otherwise, firm
or person in India or elsewhere and to act as a technical consultant to act as Registrars for share
transfers, financial consultancy, managers to issue of shares, debentures, bonds and securities,
investment counselling, portfolio management, providing financial and investment assistance,
syndication of loans, counselling and tie-up for project and working capital finance,
syndication of financial arrangements whether in domestic market or international market
handling of mergers and amalgamations, assisting the setting up of joint ventures, foreign
currency lending, services to Non Resident Indians, tax Consultancy, to act as a Discount house
and in consortium to underwrite any securities and to do all other incidental activities which
come within the scope of merchant banking activity and to render any kind of management,
technical, financial and allied consultancy services in furtherance of the main objects.
(iii) To set up, create, issue, float and manage trusts or funds including any mutual fund, growth
funds, investment funds, income or capital funds, taxable or tax exempt funds, provident,
pension, gratuity and superannuation funds, charitable funds, trusts, or consortium funds to
81
act as administrators or managers of such funds and trusts and to act as trustees for
bondholders, debenture holders and for other purposes herein.
(iv) To give advise and or to offer, give, take circulate and/ or otherwise organise, accept or
implement any takeover bids, mergers, amalgamations, acquisitions, diversification,
rehabilitation or restructuring of any business, concern, undertaking, company, body
corporate, partnership firm or any other association of persons whether incorporated or not, by
acquisition of shares or assets and liabilities, and whether as a going concern or as a part of the
concern or otherwise as may be required having regard to business exigencies; and to promote
or procure incorporation formation or setting up of concerns and undertakings whether as
company, body corporate, partnership or any other association of persons for engaging in any
industrial, commercial or business activities.
(v) To set up, provide and/or participate in providing venture capital, technology funds or any
other funds for seed capital, risk capital foundation, including giving guarantees or such other
financial assistance as may be conducive for development of new enterprises, innovative
methods of production and development of existing and new technology, to identify projects,
project ideas, to prepare project profiles, project reports, market research, feasibility studies and
reports, preinvestments studies and investigation of industries on micro and macro level; to
undertake appropriate service to identify scope or potential for economic and industrial
development in any particular geographical area or location whether in India or abroad; to act
as lead managers in respect of project assignments by undertaking follow-up, supervision and
co-ordination work at the instance, behest, or on behalf of banks, financial institutions,
companies, bodies corporate and to monitor the same to the participants; to act as an adviser in
the management of undertakings, business, enterprises, offices, trade, occupations, calling or
professions by introducing modern methods and techniques and systems, and render all
assistance as may be necessary including by acting as agents for recruitment of personnel,
technical, skilled, unskilled, supervisory, managerial or otherwise; and to act as an adviser in
the selection of technical process, economic size, sources of plant and machinery and other
utilities for business entrepreneurs.
(vi) To carry on the business of promotion, organising, procuring incorporation of and giving
financial or other assistance in India or abroad independently or in association with any
person, Government or any other agencies whether incorporated or not, for any business of the
Company.
Shareholding Pattern
As on September 30, 2005, the shareholding pattern of IL&FS was as follows:
Sr.
No
1
2
3
4
5
6
7
8
9
Name of the Shareholders
No. of shares
Administrator of the Specified Undertakings

UTI Asset Management Co Pvt Ltd
ORIX Corporation, Japan
Housing Development Finance Corporation
Ltd
State Bank of India
International
Finance
Corporation,
Washington
Credit Commercial de France (HSBC Group)
Indivest Pte Ltd
IL&FS Employees' Welfare Trust & Others
27,986,818
%
of
holding
26.10
22,861,313
14,049,500
21.32
13.10
9,843,386
8,237,967
6,491,000
9.18
7.68
6.05
5,609,953
5,610,000
5,609,624
5.23
5.23
5.23
82
10
UTI-Unit Linked Insurance Plan UTI Asset

Management Company Pvt. Ltd
Total
946,000
0.88
10,72,45,561
100.00
Board of Directors
As on September 30, 2005, the board of directors of IL&FS comprised of:
Sr No
Name of the Director
Designation
Mr Ravi Parthasarathy
Chairman & Managing Director
Mr Yoshihiko Miyauchi
Chairman & Group Chief Executive Officer

Alternate :
Mr Junichi Hayashi
Sr
Vice
President,
International
Department,
Mr Yuki Oshima
Head, International Business Department,

Alternate :
Mr Chosei Azuma
Senior Vice President, IL&FS Ltd
Mr SB Mathur
Administrator of the Specified

Undertakings of Unit Trust of India
Mr KM Mistry
Managing Director,
Housing Development Finance
Corporation Limited
Mr SR Krishnan
General Manager (Credit),

Mr AK Sharma
Deputy Managing Director &

Chief Financial Officer
State Bank of India
Mr Gopi K Arora
Finance Secretary (Retd)

Government of India
Mr Michael Pinto
Secretary (Retd)
Government of India
Business
83
10
Mr RC Bhargava
Managing Director (Retd)

Maruti Udyog Limited
11
Mr Hari Sankaran
Joint Managing Director IL&FS
12
Mr Arun K Saha
Executive Director IL&FS
There has been no change in the management or control of IL&FS since its incorporation within the
provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeover).
Financial Performance
The brief financial details of IL&FS for the last three years are as under:
Particulars
Total Income
Profit After Tax (PAT)
Shareholders Funds
Equity Share Capital
Preference Share Capital
Reserves (excluding revaluation reserve)
Net Worth (excl Preference Share Capital)
Earning Per Share (EPS) (Rs.)*
Net Asset Value (NAV) per share (Rs.)
Dividend (Equity)
(Rs in Lacs)
For the Year/ Period ended/ As at March 31
2003
2004
2005
53800.03
57,085.84
58524.24
7624.29
8211.76
10220.04
10724.56
5200.00
52211.66
62936.22
6.59
58.68
2681.14
10724.56
5200.00
56598.70
67323.26
7.14
62.77
2895.63
10724.56
700.00
61935.22
72659.78
9.32
67.75
3217.37
Adjusted PAT = PAT - Preference Dividend

Networth = Paid up Equity Capital + Reserves (excluding revaluation reserves)-Accumulated Losses Deferred Expenditure to the extent not written off
* EPS = PAT - Preference Dividend (incl Dividend tax) / No. of equity shares outstanding at the end
of the year
NAV = Networth/ No. of equity shares outstanding at the end of the year
Preference Shares are cumulative and redeemable, and have a face value of Rs. 100 each
The Permanent Account Number, Bank Account Numbers, IL&FS Registration Numbers and the
address of the Registrar of Companies where IL&FS is registered have been submitted to the Stock
Exchanges on which securities are proposed to be listed, at the time of filing the Draft Letter of Offer
with them.
Common Pursuits
NTBCL and IL&FS are engaged in promotion of infrastructure facilities with respect to Surface
Transport Sector
Interest of Promoters
84
In promotion of the Company

Noida Toll Bridge Company Limited, an Issuer Company, has been promoted by IL&FS to undertake
the Noida Toll Bridge Project across the river Yamuna
IL&FS currently has an equity stake of 33.37% in NTBCL and there are four IL&FS Nominee Directors
on the Board of NTBCL viz. Mr Ravi Parthasarathy, Mr Hari Sankaran, Mr Arun K Saha and Mr K
Ramchand
Property acquired by the Company within 2 years
No property was acquired from Promoter in past 2 years.
Payment or Benefit to Promoter
In addition to the interest payments on term loan, dividend (if any) on account of shareholding, the
Company makes payments to the Promoter on account of various transactions entered into by it with
the Promoter in the ordinary course of business.
Related Party Transaction
The following are the related party transactions between Noida Toll Bridge Company Limited
(NTBCL) and Infrastructure Leasing & Financial Services Limited (IL&FS) for the year ended March
31 2005:
(Rs. in Lakhs)
Income
996.65
Assets
11491.36
Liabilities
61.85
85
DETAILS OF OUR GROUP COMPANIES

1) IL&FS Infrastructure Development Corporation Ltd. (IIDC)
IIDC was incorporated on December 7, 1999 as India Water Infrastructure Company Limited and is
a wholly owned subsidiary of IL&FS. On October 4, 2001, pursuant to fresh certificate of
incorporation consequent to change of name, IIDC changed its name to IL&FS Project Development
Corporation Limited. Thereafter, on July 8, 2002, IIDC once again changed its name to IL&FS
Infrastructure Development Corporation Limited.
IIDC has been engaged in development and/or promotion of infrastructure projects and providing all
infrastructure project related services under one roof including arranging for financing of the
infrastructural activities, providing advisory services relating to development of infrastructure
projects and investment in infrastructure sector companies. IIDC has undertaken Project development
work in varied sectors such as Airports, Ports, Gas Pipelines, Water supply, Special Economic Zones
and Mass Transit.
IIDC has worked through Project Development and Promotion Partnerships of IL&FS with the
Andhra Pradesh Industrial Infrastructure Corporation (APIIC), Goa Industrial Infrastructure
Corporation (GIIC), Punjab Infrastructure Development Board and Government of Kerala. IIDC has
also worked with the National Institute of Smart Government, promoted by the Ministry of
Information and Technology and NASSCOM to develop e-government projects in the country. IIDC
is working in collaboration with the Ministry of Science and Technology for developing e-governance
in the state of Uttaranchal Pradesh.
The Ministry of Commerce, Government of India has designated IIDC as an approved agency for
assisting all state Governments in developing infrastructure projects on Public Private Partnership
(PPP) format under the Assistance to State for Infrastructure development for Exports (ASIDE)
programme.
IIDC has made investments in various infrastructure sector companies viz, Kampsax India Pvt. Ltd.,
Learnet India Limited, Manipal Healthcare Pvt. Ltd., Ecosmart India Limited, Urban Mass Transit
Company Ltd. etc.
The shareholding pattern as on September 30, 2005 is as follows:
Name
Limited
IL&FS & Hari Sankaran
IL&FS & Arun K Saha
IL&FS & Pradeep Singh
IL&FS & R Prabhuchimulakar
IL&FS & Abhaya Krishna Agarwal
IL&FS & Manish Gupta
IL&FS & Samta Ahuja
IL&FS & Tarun Shankar
Total
Number of equity shares held

49,99,992
1
1
1
1
1
1
1
1
50,00,000
% shareholding
99.99%
.00002%
.00002%
.00002%
.00002%
.00002%
.00002%
.00002%
.00002%
100%
Board of Directors
As on September 30, 2005, the board of directors of IIDC comprised of:
86
Name
Mr. Hari Sankaran
Mr. Arun K Saha
Mr. Sandeep Junnarkar
Mr. Tomiya Tomota
Mr. Pradeep Puri
Designation
Director
Director
Director
Director
Director
Director
The brief financials details of IIDC for the last three years are as under:
Particulars
Total Income
Shareholders Funds
(Rs. in Lacs)
2003
2004
2005
615.05
832.67
1243.51
28.91
40.45
95.92
Advance towards Share Capital

Net Worth
Earning Per Share (EPS) (Rs.)
Basic
Diluted
Dividend (Equity)
500.00
500.00
500.00
500.00
500.00
500.00
1243.00
31.79
531.79
1342.15
72.24
572.24
168.15
668.15
0.58
0.13
10.63
-
(0.32)
(0.32)
11.44
-
0.78
0.78
13.36
-
Preference shares are convertible into equity shares on or before February 24, 2010
Notes:
Adjusted PAT = PAT - Preference Dividend
2) IL&FS Energy Development Company Limited (IEDCL)

IEDCL was incorporated on January 22, 1997 as Prabhanjan Power India Limited. It was subsequently
renamed to IL&FS Wind Farms Limited (IWFL) pursuant to obtaining a fresh Certificate of
Incorporation on February 26, 1997. The Company intended to extend its areas of operation and hence
the name of the Company was changed from IL&FS Wind Farms Limited to IL&FS Energy
Development Company Limited to commensurate with its activities in near future by obtaining a
fresh Certificate of Incorporation on February 11, 2004. It undertakes operations in the area of Wind
Power Generation and Distribution.
The Shareholding Pattern as on September 30, 2005 is as follows :
Number of
Equity Shares
17,296,993
Percentage
(%)
100.00
87
Individuals
Total
7
17,297,000
0.00
100.00
Board of Directors
As on September 30, 2005 the board of directors of IEDCL comprised:
Name
Dr. Ashok Harane
Mr. S Sivaramakrishnan
Mr. Manu Kochhar
Mr. Subhash Mathurvaishya
Designation
Director
Director
Director
Managing Director
The brief financial details of IEDCL for the last three years are as under:
Particulars
Total Income
Shareholders Funds
(Rs. in Lacs)
2003
2004
2005
435.59
342.51
402.76
81.86
6.94
66.46
Reserves* (excluding revaluation reserve)

Net Worth
Dividend (Equity)
* Negative balance of P&L shifted to Reserves
1729.70
(141.36)
1361.12
0.03
7.87
NIL
1729.70
(74.89)
1439.65
0.41
8.32
NIL
1729.70
(202.41)
1,526.59
0.47
8.83
NIL
NAV = Networth / No. of equity shares outstanding at the end of the year
3) IL&FS Finvest Limited (IFL)
IFL was incorporated on September 29, 1995 as IL&FS Asset Management Company Limited (IL&FS
AMC). IL&FS AMC was acting as an Investment Manager for IL&FS Mutual Fund. Pursuant to sale of
the Mutual Fund Schemes to UTI Asset Management Company Limited, the Company had altered its
Object Clause to include fund based activities like Leasing, Corporate Finance, Investment Banking
etc. The name of the Compan
y was changed to IL&FS Finvest Limited and a fresh certificate of incorporation consequent to change
of name was received on February 28, 2005. IFL has been mandated to undertake operations in the
area of financial services and distribution of financial products. IL&FS along with its nominees holds
entire equity share capital of IFL.
The Shareholding Pattern as on September 30, 2005 is as follows:
Individuals
Total
Number of
Equity Shares
9,999,300
700
10,000,000
Percentage
(%)
100.00
0.00
100.00
88
Board of Directors
As on September 30, 2005 the board of directorsw of IFL comprised of:
Name
Mr. Vibhav Kapoor
Mr. Shahzaad Dalal
Mr. Manu Kochhar
Designation
Chairman
Director
Director
The brief financial details of IFL for the last three years are as under:
Particulars
Total Income
Shareholders Funds
(Rs.in Lakhs)
For the Year/ Period ended/ As at
March 31,
September 30, March 31, 2005
2003
2004 (18 months) (6 months)
609.93
6008.30
117.69
(604.73)
2306.80
(196.40)
Net Worth
Basic and Diluted Earning Per Share (EPS) (Rs.)
Dividend (Equity)
1000.00
1500.00
(791.17)
208.83
(7.27)
2.08
NIL
1000.00
1500.00
1515.63
2515.63
20.98
25.16
NIL
1000.00
1500.00
1319.22
2319.22
(2.65)
23.19
NIL
Preference Shares are cumulative and redeemable.
4) MP Toll Roads Ltd (MPTRL)

MP Toll Roads Ltd was incorporated on January 22, 1996 as MP Tolls Limited and obtained
Certificate for Commencement of Business on April 15, 1996. On March 21, 1997, pursuant to fresh
certificate of incorporation consequent to change of name, MPTRL changed its name to MP Toll
Roads Limited. IL&FS holds 80% of the equity share capital of MPTRL.
MPTRL has been mandated to undertake promote, finance, develop and upgrade various toll roads in
the state of Madhya Pradesh. MPTRLs main activity is the carrying on of infrastructure development
and has been formed as a Special Purpose Vehicle (SPV) used for domiciling the Rau-Pithampur Toll
Road project jointly with Madhya Pradesh State Industrial Development Corporation Limited
(MPSIDC).
Shareholding pattern of MPTRL as on September 30, 2005
89
Sr.
No
1.
2.
3.
No. of shares
% of holding
27,99,993
7,00,000
80.00
20.00
7
35,00,000
0.00
100.00
IL&FS
Madhya
Pradesh
State
Industrial
Development Corporation Limited
Individual (7 Nos.)
Total
Board of Directors
As on September 30, 2005, MP Toll Roads Ltd. is managed by following Board of Directors.
Sr. No.
1.
2.
3.
4.
5.
6.
Name of Director
Mr. Ashok Totlani
Mr. Mukund Sapre
Mr. Avinash Bagul
Mr. Gautam Kothari
Mr. S R Mohanty
Mr. S C Dave
Designation
Director
Director
Director
Director
Director
Director
The brief financials of MP Toll Roads Ltd for the last three years are as under:
( Rs.in Lacs)
2002-03
2003-04
2004-05
Year ended / As on 31st March
Total Income
Nil
Nil
NIL
(194.97)
(188.84)
(190.14)
Shareholders Funds
- Equity Share Capital
350.00
350.00
350.00
Reserves & Surplus
(969.18)
(1158.02)
(1348.17)
Net Worth *
Earnings per Share (Rs.)**
Net Assets Value per share (Rs.)
Dividend (Equity)
(619.38)
(5.57)
(17.70)
Nil
(808.15)
(5.40)
(23.09)
Nil
(998.24)
(5.43)
(28.52)
Nil
Adjusted PAT = PAT Preference Dividend

* Net Worth = Paid up Equity Capital + Free Reserves (excluding Reservation Reserves)
Accumulated losses Deferred Expenditure (to the extent not written off)
** EPS = Adjusted PAT / No. of equity shares outstanding at the end of the year
MPTRL has incurred loss in all 3 years from 2001-02 onwards, and entire networth of MPTRL is
eroded.
The Board of Madhya Pradesh State Industrial Development Corporation Limited (MPSIDC) had
taken decision that Rau-Pithampur road project (the Project) which has been domiciled in the MPTRL
should be taken back and handed over to Madhya Pradesh Audyogic Kendra Viaks Nigam (Indore)
Limited (MPAKVN) for maintenance/upgrading. MPAKVN has vide letter dated March 13, 2001 has
instructed SBI, Pithampur to stop transfer of amounts relating to toll collection to IL&FS. Accordingly,
no toll revenue and related expenses have been incurred and accounted by MPTRL since March 13,
90
2001. As per the agreement signed for the Project, MPSIDC is contractually bound to pay return of
15% per annum on the Project investments. MPSIDC and IL&FS have appointed arbitrators to
arbitrate the claim of both parties. As the matter is under arbitration between the MPTRL, IL&FS,
MPSIDC and MPAKVN, the financial statements are prepared under going concern basis.
5) Tamil Nadu Water Investment Company Limited (TNWICL)
TNWICL was incorporated on January 27, 2000 as limited company. TNWICL was jointly promoted
by IL&FS and the Government of Tamil Nadu to route the promoters contribution of New Tirupur
Area Development Corporation through a single entity. TNWICL is registered with RBI as an NBFC.
The Shareholding pattern of TNWICL as on August 31, 2005 comprised of:
Sr.
No
1.
2.
IL&FS
Government of Tamil Nadu
Total
No.
shares
of
3,50,00,000
3,00,00,000
6,50,00,000
% of holding
53.84%
46.16%
100.00%
Board of Directors
The Board of Directors of TNWICL as on August 31, 2005 comprised of:
Name
Shri S. Venkitaramanan, IAS (Retd)
Shri Sameer Vyas, IAS
Shri Hari Sankaran
Smt. C.K.Gariyali, IAS
Shri L. Krishnan, IAS
Designation
Chairman
Director
Director
Director
Director
The brief financial details of TNWICL for the last three years are as under:
Particulars
Total Income
Shareholders Funds
Advance Towards Share Capital
Net Worth
Dividend (Equity)
(Rs. in Lakhs)
2003
2004
2005
3.49
73.39
128.82
(258.34)
(589.17)
(605.71)
6500.00
1667.00
7908.66
(0.40)
12.17
-
6500.00
3334.00
8986.49
(0.91)
13.83
-
6,500
14000
19046.78
(.93)
29.30
Networth = Paid up Equity Capital + Reserves (excluding revaluation reserves)-Accumulated Losses

- Deferred Expenditure to the extent not written off
EPS = (PAT Preference Dividend if any)/ No. of equity shares outstanding at the end of the year
91
6) Consolidated Transportation Network Limited (CTNL)
CTNL was incorporated on November 29, 2000 as Consolidated Toll Network India Private Limited.
Subsequently, CTNL obtained fresh certificate of incorporation consequent to change of name to
Consolidated Toll Network India Limited on July 22, 2002. On September 24, 2004, the name was
changed to Consolidated Transportation Networks Limited. IL&FS along with its other subsidiaries
and group companies holds 74.34% in CTNL. CTNL is mandated to undertake promote, finance and
develop various infrastructure projects.
Shareholding pattern of CTNL as on September 30, 2005 is as follows
Sr.
No
1
1.
3.
4.

IL&FS
ORIX Auto & Business Solutions Ltd.
IL&FS Trust Co. Ltd A/c IL&FS
Infrastructure Equity Fund
Individuals
Total
No. of shares
% of holding
16,389,000
8,500,000
8,238,992
49.47
25.66
24.87
8
33,128,000
0.00
100.00
Board of Directors
As on September 30, 2005 the Board of Directors of CTNL comprised of:
Name
Mr. Gopi Arora
Mr. Hari Sankaran
Mr. Arun K Saha
Mr. R C Sinha
Mr. H P Jamdar
Mr. Pradeep Puri
Mr. Rohit Modi
Mr. Shahzaad Dalal
Mr. Vibhav Kapoor
Designation
Director
Director
Director
Director
Director
Director
Director
Director
Director
The brief financial details of CTNL for the last three years are as under:
Particulars
Total Income
Shareholders Funds
Share Application Money
Net Worth
(Rs. in Lacs)
2003
2004
2005
601.94
847.89
1750.57
11.17
56.46
237.86
1737.80
1256.11
-5.47
1732.33
0.06
9.97
3312.80
869.51
54.74
3367.54
0.17
10.17
3312.80
1000.45
296.34
3609.14
0.72
10.89
92
Dividend (Equity)
NIL
NIL
NIL
EPS = PAT/ No. of equity shares outstanding at the end of the year
7) North Karnataka Expressway Limited (NKEL)
North Karnataka Expressway Limited was incorporated on October 15, 2001 as North Karnataka Expressway
Private Limited (NKEPL). On September 25, 2002, pursuant to fresh certificate of incorporation consequent to
change of name, NKEPL changed its name to North Karnataka Expressway Limited (NKEL). NKEL was
formed to undertake the business of design, finance, develop, construct, operate and maintain a 77 km stretch of
the National Highway connecting Belgaum-Maharashtra Border Road. The project also entails strengthening
and widening of the said road.
Shareholding pattern of NKEL as on September 30, 2005 is as follows
Name of the Promoter Group Members
Number of Equity
Shares
Consolidated Transportation Networks Limited

IL&FS Trust Company Limited A/c IL&FS Infrastructure
Equity Fund
Punj Llyod Limited
Individuals
Total
Percentage (%)
17,525,050
17,363,600
29.50
29.24
16,930,000
75,72,400
50
59,391,100
28.50
12.76
100.00
Board of Directors
As on September 30, 2005, the Board of Directors of NKEL comprised:
Name of the Director
Mr Hari Sankaran
Mr Arun K Saha
Mr VK Kaushik
Mr RC Bawa
Mr Pradeep Puri
Mr Rohit Modi
Mr Mukund Sapre
Mr K Ramchand
Designation
Chairman
Director
Director
Director
Director
Director
Director
Managing Director
The brief financials of NKEL for the last three years are as under:
Particulars
Total Income
(Rs. in Lakhs)
For the Year/ Period For the Year/ Period For the Year/ Period
ended/ As at March ended/ As at March ended/ As at March
31, 2004*
31, 2005
31, 2003*
7636.70
Nil
Nil
586.90
Nil
Nil
93
Shareholders Funds
Share Capital
Reserves
&
Surplus
(excluding
revaluation reserves)
Net Worth
Book Value per share (Rs.)
Dividend (Equity)
7.83
5939.11
5939.11
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
586.90
6526.01
0.99
10.99
Nil
* The Company was in Pre-operative stage in the year 2003 & 2004 and hence there is no Profit & Loss
Account
Networth = Share Capital + Reserves (excluding revaluation reserves)-Accumulated Losses - Deferred
Expenditure to the extent not written off
8) Colliers International (India) Property Services Pvt. Ltd (CIPSPL)
CIPSPL was incorporated on May 01, 1995 as Colliers Jardine India Property Services Pvt. Ltd..
Subsequently, with effect from June 27, 2002, the name was changed to Colliers International (India)
Property Services Pvt. Ltd. (CIPSPL). CIPSPL is a Joint venture with Colliers International Mauritius
Limited, HDFC and IL&FS. CIPSPL is the first to enter real estate business in India in 1995. CIPSPL
provides range of real estate services in licensing, leasing, valuation, property management, research
and consultancy.
Shareholding pattern of CIPSPL as on August 31, 2005 is as follows
Sr.
No
1.
2.
3.

Colliers International Mauritius Limited
Housing
Development
Finance
Corporation Limited
IL&FS
Total
No. of Equity
Shares
700000
150000
150000
1000000
%
of
holding
70%
15%
15%
100.00%
Board of Directors
The Board of Directors of CIPSPL as on August 31, 2005 is as follows
Sr. No.
1.
2.
3.
5.
4
Name of Director
Mr. James Horne
Mr. Douglas Morrison
Mr. Alan Liu
Mr. Manu Kochar
Mr. V.S.Rangan
The brief financials of CIPSPL for the last three years are as under:
Particulars
(Rs. in Lakhs)
2003
2004
2005
94
Total Income
Shareholders Funds
Net Worth
Dividend (Equity)
608.27
9.71
672.20
3.19
758
41.74
100.00
(90.06)
9.94
0.97
0.99
-
100.00
(86.87)
13.13
0.32
1.31
-
100.00
(45.13)
54.87
4.17
5.49
-
EPS = (PAT Preference Dividend if any)/ No. of equity shares outstanding at the end of the year
9) Rewas Port Development Co. Ltd. (RPDCL)
RPDCL was incorporated on September 08, 2004 and obtained certificate of commencement on
September 16, 2004. RPDCL is in the business of development and implementation of Rewas-Avare
port project.
Shareholding pattern of RPDCL as on August 31, 2005 is as follows
Name of the Share Holder
Dr. Meka Papa Rao
Mr. Krishna Kumar Gangadharan
Mr. Manu Trivedi
Mr. Pendyala Ramchandra Rao
Mr. Jaiwant Ullal
Mrs. M. Rajyalakshmi Rao
Mr. Hemanth Meka Rao
Infrastructure Leasing & Financial Services Ltd.
IL&FS Trust Company Limited A/c India
Project Development Fund
Amma Lines Limited
PUBLIC
TOTAL
No. of Equity
Shares Held
30,000
100
100
100
100
100
20,000
62,40,000
1,00,00,000
% Share
Holding
0.09222 %
0.00031 %
0.00031 %
0.00031 %
0.00031 %
0.00031 %
0.06148 %
19.18199 %
30.74038 %
1,62,40,000
NIL
3,25,30,500
49.92238%
100 %
Board of Directors
Board of Directors of RPDCL as on August 31, 2005 are as follows:
Sr. No.
1.
2.
3.
4
Name of Director
Dr. Meka Papa Rao
Mr. Hemanth Meka Rao
Mrs. M. Rajyalakshmi Rao
Ms. Archana Hingorani
Designation
Whole Time Director
Whole Time Director
Director
Additional Director Nominated by IL&FS A/c
95
5.
India Project Development Fund

Additional Director Nominated by IL&FS A/c
India Project Development Fund
Mr. K Ramchand
Not available because RPDCL is incorporated on September 08, 2004. The company has
incurred predevelopment expenditure during the period ended 31.03.2005 and so Profit and
Loss Account for the same period is not prepared.
10) Road Infrastructure Development Company of Rajasthan Limited (RIDCOR)
RIDCOR was incorporated on October 29, 2004 and obtained Certificate of Commencement of
Business on February 28, 2005. RIDCOR is mandated to undertake the business of development,
establishment, strengthening of all infrastructure facilities on commercially viable formats in the State
of Rajasthan.
Shareholding pattern of RIDCOR as on September 30, 2005 is as follows
Sr.
No
1.
2.
3.
NO. OF
SHARES

Infrastructure Leasing and
Services Limited
Government of Rajasthan
Individual
Total
Financial
EQUITY
% OF HOLDING
5,000,000
50.00
5,000,000
6
10,000,006
50.00
0.00
100.00%
Board of Directors
As on September 30, 2005, the Board of Directors of RIDCOR comprised:
Name of Director
Mr Anil Vaish
Mr Rajiv Mehrishi
Mr C S Rajan
Mr Deepak Dasgupta
Mr Hari Sankaran
Mr K Ramchand
Mr Rohit Modi
Designation
Chairman
Director
Director
Director
Director
Director
Managing Director
RIDCOR was incorporated on October 29, 2004. The financial information is as follows:
Particulars
Interest Income
Total Income
Total Expenditure
PAT
Share Capital
For the year ended March 31

2003
2004
2005
N/A
N/A
760,706
N/A
N/A
760,606
N/A
N/A
3,711,352
N/A
N/A
(2,950,646)
N/A
N/A
100,000,60
96
Reserves
&
Surplus
Net Worth
EPS (Rs.)
Dividend
(excluding
N/A
N/A
(2,950,646)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
97,049,414
(0.295)
9.7049
NIL
11) TVC India Private Limited (TIPL)

TIPL was incorporated on May 26, 1993 as Amadeus Investments and Finance Private Limited.
Pursuant to fresh certificate of incorporation dated April 01, 1997 name was changed to Telstra
Vishesh Communication Limited. It again changed the name by obtaining fresh certificate of
incorporation for change of name to TVC India Private Limited. TIPL is mandated to undertake the
business of providing VSAT service in closed user group under license from Department of
Telecommunication, Government of India.
Shareholding pattern of TIPL as on August 31, 2005 is as follows:
Sr.
No
1.
2.
3.
Telstra Holding Pty Ltd.

Videsh Sanchar Nigam Ltd.
IL&FS
Total
No.
of
Shares
Equity
% of holding
14,800,000
9,200,000
7,400,000
31,400,000
47.13%
29.30%
23.57%
100.00%
Preference Shares
Telstra Corporation Limited
Number
of
shares held
equity
Paid-up
capital
30,000,000
Share
3,00,000,000
Board of Directors
The Constitution of the Board of Directors as on August 31, 2005 is as Follows:
NAME
Mr. Everet Fernandes
Mr. A.K.Virmani
Mr.Deepak Jain
Designation
Managing Director
Director
Director
The brief financials of TIPL for the last three years are as under:
(Rs. in lacs)
Particulars
2003
2004
2005
Interest Income
16.88
26.74
3.33
778.17
700.27
Total Income
497.57
Total Expenditure
1573.14
1278.40
908.82
PAT
(794.97)
(780.83)
(208.55)
97
Share Capital
Reserves & Surplus (excluding
Net Worth
EPS (Rs.)
Dividend
6140.00
(6379.07)
6140.00
(7159.90)
6140.00
(7368.45)
(241.47)
(2.53)
(0.77)
Nil
(1021.70)
(2.49)
(3.25)
Nil
(1192.67)
(0.66)
(3.79)
Nil
12) IPFonline Limited

IPF was incorporated on 16th June 1999 as a private limited company to publish industrial journals
and magazines on a monthly/ quarterly frequency and running portal for industries and business
houses to interact, participate, buy and sell industrial products.
IPFonline Limiteds shareholding patters as on August 31, 2005 is as follows
Name
S Sriraman
George Abraham
Limited
IL & FS Trust Company Limited
SARA Fund Trustee Company Limited
R V Pandit
Shashank Khade
HDFC Limited
Total
Number of
equity shares
held
10
10
173300
224300
197400
571680
20
155560
1322280
% shareholding
13.10
16.96
14.94
43.24
11.76
100
Board of Directors
The constitution of the Board of Directors of IPFonline Limited as on August 31, 2005 is as follows:
Name
Mr. R. V. Pandit
Mr. Shahzaad Dalal
Mr. Hetal Gandhi
Dr. Archana Hingorani
Mr. Srinivasa Rangan
Ms. Rajini Pandit
Mr. Vibhav Kant Upadhyay
Designation
Chairman and Director
Director
Director
Director
Director
Director
Director
Director
The following is the summary of the financial performance of IPFonline Limited for the last three
years:
(Rs in Lakhs)
Particulars
2003
2004
2005
Sales
574.53
609.92
674.95
98
Other Income
Total Income
Total Expenditure
PAT
Share Capital
Reserves & Surplus (excluding
Net Worth
EPS (Rs.)
Dividend
1.35
575.88
865.31
(289.42)
438.23
727.25
9.05
618.97
623.7272
(4.74)
438.23
727.25
6.05
681.00
561.14
119.86
438.23
727.25
1165.48
(-2.18)
10
NIL
1365.47
(-.136)
10
NIL
1485.34
9.06
10
NIL
13. West Gujarat Expressway Limited (WGEL)

The Company has been recently incorporated on March 14, 2005. The main object of the componay is
to engage in the development, establishment, upgradation, operation, maintenance and
implementation of infrastructure projects and facilities including without any limitation all types of
systems and methods in order to facilitate travel, transportation and commuting of passengers, cargo
and freight and to further the aforementioned objectives amongst others, to identify, formulate,
promote, aid, design, establish, operate, manage, construct, erect, maintain, regulate, rehabilitate,
improve and participate and develop roads, paths, routes, circuits ,courses, itinerary, streets, access
and/or approach arteries, avenues, boulevards, channels, drags, highways, passes, promenades,
roadways, strait thoroughfares, trails, bridges, overpasses, trestles, viaducts, tunnels, passageways,
conduits, pathways, shafts, subways, tubes, bye-passes, freeways, highways, expressways either upon
the lands acquired by the Company or upon other lands.
Shareholding Pattern as on September 30, 2005:
Number of
Equity Shares

Consolidated Transportation Networks Limited
25,500
24,500
Individuals
60
Total
50,060
Percentage
(%)
51.00
49.00
100.00
Board of Directors
The constitution of the Board of Directors as on September 30, 2005 is as follows:
Name
Mr. K Ramchand
Mr. Ramesh C Bawa
Mr. Mukund Sapre
Designation
Director
Director
Director
The Company has been incorporated on March 14, 2005 and the first Financial Year would end on
March 31, 2006. Hence the details are not available.
Intergroup transactions
99
NTBCL has no transactions with WGEL for sales or purchases exceeding in value in aggregate of 10%
of total sales or purchases of NTBCL.
14. Free Trade Wearhousing Private Limited (FTWPL)
FTWPL was incorporated on March 22, 2005 for development of Free Trade Warehosuing Zones in
various locations across India. It is yet to commence its business.
Name
Promoters
IL&FS Ltd.
Mr. Arun K. Saha

Mr. Vibhav Kapoor
Mr. Dinesh K Mittal
Mr. Umesh Soni
Public
% shareholding
4998
2500
2500
49.98
49.98
1
1
0.01
0.01
NIL
Board of Directors
Name
Dinesh K Mittal
Umesh Soni
Arun K Saha
Manu Kochhar
Designation
Director
Director
Director
Director
Not Applicable as the company is yet to commence its business.
15. North East Tourism Development Company Limited (NETDCL)
NETDCL was incorporated on March2, 2005 for development of Tourism related infrastructure in the
North East Region of India. It is yet to commence business.
The shareholding patters as on September 30, 2005 is as follows:
Name
Promoters
IL&FS Ltd.
Tourism Finance Corporation of India Ltd.
Mr. Arun K. Saha
Mr. Vibhav Kapoor
Mr. Dinesh K Mittal
Mr. Umesh Soni
Public
% shareholding
4998
2600
2400
49.98
26
24
1
1
0.01
0.01
NIL
100
Board of Directors
Name
Dinesh K Mittal
Rajendra Sharma
Umesh Soni
Sanjay Kumar
Designation
Chairman
Director
Managing Director
Director
Not Applicable as the company is yet to commence its business.
16) IL&FS Education and Technology Services Limited (IETS)
IL&FS Education and Technology Services Limited was incorporated on December 18, 1997 as a
Private Limited Company i.e. Schoolnet India Private Limited. On August 03, 1998 the name was
changed to Schoolnet India Limited. IETS has been named as IL&FS Education and Technology
Services Limited with effect from May 29, 2003. IL&FS along with IL&FS Trust Company Limited
holds 71.73% in IETS.
IETS is building the framework for technology enabled learning in India, which involves formulating
a number of learning programmes to expand reach of education, enhance the learning process
through usage of multimedia technologies. Areas include the development of technology-enabled
learning and teaching solutions, content creation, technology and training integration.
Shareholding pattern of IETS as on September 30, 2005 is as follows
Sr.
No
1.
2.
3.
4.
5.
6.

IL&FS
IL&FS Trust Company Limited
(Trustee: IL&FS Infrastructure Equity
Fund)
Schoolnet India Employees Welfare
Trust
Housing
Development
Finance
Corporation Limited
Sara Fund Trustee Company Limited
Others
Total
No. of shares
% of holding
9,362,748
15,480,945
27.03
44.70
5,460,000
6,31,700
15.76
1.82
2,400,000
6.93
1.176,470
124,607
3.40
0.36
34636470
100.00
101
Board of Directors
As on September 30, 2005 the Board of Directors of IETS comprised of:
Name
Mr. Arvind I. Malhotra
Mr. Yuki Oshima
Mr. Arun K. Saha
Mr. Chosei Azuma
Mr. Shahzaad Dalal
Mr. Guilherme Vaz
Mr. Hari Sankaran
Mr. Alok Bhargava
Designation
Chairman
Director
Director
Director
Director, Alternate to Mr. Yuki Oshima
Director
Director
Managing Director
Executive Director
The brief financials of IETS for the last three years are as under:
Particulars
Sales and Services
Total Income
Shareholders Funds
Net Worth
Dividend (Equity)
(In Rs. Lakhs)

2003
2004
2005
3858.86
1511.78
3453.02
4028.54
1599.48
3640.07
(1325.26)
(64.57)
(562.98)
3437.76
(1152.80)
2075.36
(3.86)
6.04
NIL
3463.64
(1023.26)
2330.79
(0.19)
6.73
Nil
3463.64
(1586.24)
1868.37
(1.63)
5.39
Nil
Even though IETS has incurred loss in all 3 years from 2001-02 onwards, but since the IETS has
positive Net worth, it does not fall within the meaning of Sick Industrial Companies (Special
Provisions) Act, 1995.
17. Gujarat Toll Road Investment Company Limited (GTRIL)

GTRIL was incorporated on June 02, 1999 and received certificate of commencement of business on
August 05, 2002. GTRIL is promoted by Government of Gujarat (GoG) and IL&FS and incorporated
with the object to carry on the business of an Investment Company. GTRIL obtained certificate from
Reserve Bank of India as Non-Banking Finance Company vide Registration No. N.01.00423 dated
August 05, 2002. The Company has made investment in Vadodara Halol Toll Road Company Limited
and Ahmedabad Mehsana Toll Road Company Limited for two road projects developed in the State
of Gujarat.
Pursuant to the Gujrat High Court Order dated May 11, 2005 on application/petition and the Scheme
of Amalgamation filed by the Gujrat Companies namely; Vadodra Halol Toll Road Company Ltd
102
(VHTRL), Ahmedabad Mehsana Toll Road Company Ltd (AMTRL) and Gujarat Toll Road
Investment Company Ltd (GTRICL) for merger of VHTRL and AMTRL with GTRICL, the Company
bamely; Gujarat Toll Road Investment Company Ltd. (GTRICL) stands merged. The post merger
formalities are to be completed shortly by the Company.
GTRIL has been promoted with the objective to buy, invest in, subscribe to, acquire and hold, sell and
exchange and deal in shares, preference shares, stocks, debentures and other related securities.
Shareholding Pattern (Post Merger)
The shareholding pattern of GTRIL as on September 30, 2005 is as follows:
Sr.
No. of shares % of holding
No
Equity Shares
1.
IL&FS
4,54,68,750
49.67
2.
Government of Gujarat (GoG)
1,50,00,000
16.39
3.
M/s L&T Infrastructure Development
3,10,73,500
33.94
Projects Limited
Total (A)
9,15,42,250
100.00
Preference Shares (B)
1.
Government of Gujrat*
6,50,00,000
81.25
2.
IL&FS *
1,50,00,000
10.75
Total (A+B)
17,15,42,250
100.00
Includes 3,00,00,000 and 1,50,00,000 Preference shares, which are yet to be allotted
to GoG and IL&FS respectively
Board of Directors
As on September 30, 2005, GTRIL is managed by following Board of Directors.
Sr. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Name of Director
Mr. S.S.Rathore
Mr. P.K. Pujari, IAS
Mr. P.P.Vakharia
Mr. Jayant Parimal, IAS
Mr. R.B.Pandit
Mr. Arun K.Saha
Mr. Hari Sankaran
Mr. Ashok Totlani
Mr. K. Ramchand
Mr. K Venkatesh
Mr. P.Jayavelu Babu
Mr. Y.A.Mankad (IDBI Nominee)
Designation
Chairman
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
The brief financials of GTRIL for the last three years are as under:
Total Income
Shareholders Funds
- Advance towards Share Capital
2002-03
9.26
(28.77)
2003-04
0.05
(9.71)
2004-05
3283.43
(1911.64)
3000.00
10.00
3000.00
153.00
15654.23*
103
Reserves & Surplus

Net Worth +
Earnings per Share (Rs.)
Dividend (Equity)
(15.01)
*2984.99
(0.096)
9.92
Nil
(24.72)
*2971.53
(0.032)
9.90
Nil
1079.30
16733.53
(0.15)
10.85
Nil
* Includes Advance towards share capital of Rs 3000 lakhs

Net Worth = Paid up Equity Capital + Free Reserves (excluding Reservation Reserves)
18) IL&FS Trust Company Limited (ITCL)
ITCL was incorporated on December 19, 1995 and obtained Certificate for Commencement of
Business on March 12, 1996. It has also altered its object clause by obtaining Certificate of Registration
for alteration of objects on July 22, 2003. IL&FS holds 70.00% of the equity share capital of ITCL. ITCL
provides a range of fiduciary services including inter alia trusteeship services for debentures, bonds,
securitized paper, private equity, venture capital funds, etc.
The shareholding pattern of ITCL as on August 31, 2005 is as follows:
Sr.
No
1.
2.
3.

IL&FS Ltd.
Others (Individuals)
Total
No. of Equity shares

held
3995
1425
280
5700
% of holding
70.00
25.00
5.00
100.00
Investor Grievances and Redressal System

The Investor Complaints in respect of Debenture and Bond Trusteeship are first resolved at the level
of the R&T Agent. Regular follow up is being done for verifying the status of the complaints with the
R&T Agent. The normal time taken to redress various types of complaints is between 10 20 days.
As a Debenture Trustee, for a Public Issue of Sardar Sarovar Ltd., the details of investor complaints
are as under:
Received: 1635
Resolved: 1625
Pending: 10
Board of Directors
The board of directors of ITCL as on August 31, 2005 comprised of:
Sr. No.
1.
2.
3.
4.
Name of Director
Dr. Arcot Ramchandran
Mr. Moosa Raza
Mr. J L Bajaj
Mr. Arun K Saha
Designation
Executive Director, IL&FS
104
5.
6.
Mr. Sachin Gupta

Mr. D K Contractor
General Counsel IL&FS

The brief financial details of ITCL for the last three years are as under:
2002-03
Total Income
Shareholders Funds
Reserves & Surplus
Net Worth *
Dividend (Equity) (%)
2003-04
(Rs. in Lacs)
2004-05
246.08
34.13
407.61
78.20
534.64
85.49
5.70
50.06
55.31
598.77
970.35
300
5.70
102.54
104.07
1371.93
1825.79
400
5.70
149.36
153.87
1500.00
2620.00
600

19. IL&FS Investment Managers Limited

History
It was incorporated on 10th February 1986. IL & FS Venture Corporation Limited was earlier known as
Creditcapital Venture Fund (India) Limited and was under the management of Lazard Creditcapital.
The Company came under the Management of Infrastructure Leasing & Financial Services Limited
(IL & FS) in the year 1996 through IL & FS acquiring a stake of around 10%
The Company went through a Comprehensive Scheme of Arrangement in the year 1999 and the share
capital of the Company was restructured by way of adjusting the accumulated losses of Rs 180 mn
against the share capital to tune of Rs 120 mn and against the share premium account to extent of Rs
60 mn respectively.
The main object of the company is:
The Company is in the business of arranging managing and investing third party funds in identified
sectors.
Shareholding Pattern as on 31-08-2005
No. of Shares
Infrastructure Leasing &
Financial Services Limited
Bank of India
International Finance
Corporation
Asian Development Bank
7070695
Percentage
45.8
2100000
1250000
13.6
8.1
105
IVC Employees Welfare Trust

Other Bodies Corporate
Banks
Public
NRI
Total
9048
449371
1380
4545382
12594
15438470
3.0
29.5
100
Board of Directors
Name
Mr. SM Datta
Mr. Bansi S Mehta
Mr. SA Bhat
Mr. G Narayanan
Mr. Pradip Roy
Mr. Arun K Saha
Mr. Vibhav Kapoor
Mr. Shahazaad Dalal
Designation
Chairman
Nominee of IL & FS
Director
Nominee of Bank of India
Nominee of Bank of India
Nominee of IDBI
Nominee of IL & FS
Nominee of IL & FS
Vice Chairman & Managing Director
The following is the summery of our financial performance for the last three years:
Interest Income
Total Income
Total Expenditure
(excluding
depreciation)
Net Worth
EPS
Book Value per share
Dividend
FY 02-03
6771529
155964621
68374591
FY 03-04
4775759
150081423
74237507
FY 04-05
5765783
180825483
78211779
217031661
2.14
14.60
17%
223836487
3.19
14.96
25%
229881479
3.48
15.15
30%
Share quotation:
Highest and lowest price in the last 6 months:
Month
March 2005
April 2005
May 2005
June 2005
July 2005
August 2005
September 2005
High (Rs.)
70.95
82.75
83.75
113.25
110.20
96.00
107.75
Low (Rs.)
58.75
68.55
72.55
81.85
88.65
82.80
95.75
1. Closing price as on October 26, 2005 on NSE is Rs. 93.65

2. Market capitalisation on NSE based on closing price of October 26, 2005 is Rs. 1445812715.5
Source : NSE website (www.nseindia.com)
106
20. IL&FS Investsmart Limited

History
The company was incorporated on September 1, 1997 and commenced business on October 7, 1997.
The Company is one of the leading financial services provider in India primarily engaged in
intermediation of financial products and financial advisory services for retail / institutional investors
and corporates. The product offerings include Wealth Management Services, Portfolio Planning and
Management, Investment Advisory Services, Securities Broking Equity and Derivatives,
Distribution of Financial products, Merchant Banking, Project Syndication, Institutional Equity
Broking and Sales.
The Main Objects Clause of company is:
To Carry on the business of Share and Stock Broking, Underwriting and Financial Intermediation
of Financial Products of all types
To carry on the business of placement and market making of all types of financial products
To distribute, market and offer Portfolio Management Services and to provide complete range of
personal financial services
To distribute all kinds of consumer finance products, card products, insurance products and
mutual fund products
Generally to buy, acquire, hold, sell, subscribe or deal in all types of financial products
The Company was incorporated as Investsmart India Limited on September 1, 1997 as a wholly
owned subsidiary of Infrastructure Leasing & Financial Services Limited. The name of the Company
has been changed to IL & FS Investsmart Limited on March 25, 2003. The Company holds the
Memberships of National Stock Exchange of India and Bombay Stock Exchange Limited and is
involved in Merchant Banking and Syndication activities apart form Equity and Debt Broking, which
forms a significant component of its gross revenues. The Company is also engaged in Insurance
Broking through its wholly owned subsidiary IL & FS Investsmart Insurance and Risk Management
Services Limited (formerly Investsmart Insurance Distribution Pvt. Ltd.) and Commodity Broking
Through its subsidiary IL & FS Investsmart Commodity Brokers Limited. The Company has acquired
controlling stake in IL & FS Academy for Insurance and Finance Limited (formerly SAIFA Training
Academy Limited) an IRDA approved Insurance Training Company from IL & FS Education &
Technology Services Limited on March 31, 2004
The shareholding pattern as on September 30, 205 is as under:
Name
Promoters
Infrastructure Leasing and
Financial Services Ltd
Others
Foreign Corporate Bodies
Foreign Institutional Investors
Non Resident Indians
Banks and Mutual funds
HUF /Clearing Members /
Bodies Corporate / Trust
Resident Individuals
Total
% of shareholding
20501922
46.81
11879944
3415161
174474
1852455
2365067
27.12
7.80
0.40
4.23
5.40
3610693
43799716
8.24
100.00
107
Board of Directors as on September 30, 2005:

Name
Mr. Ravi Parthasarthy
Mr. Arun K. Saha
Mr. Hemang Raja
Mr. Ramesh Bawa
Mr. Vibhav Kapoor
Mr. A.R. Barwe
Mr. Neel Raheja
Mr. Girish M. Dave
Mr. Ravi Adusumalli
Mr. Robert Jarrett Lilien
Mr. Todd C. Mackay
Designation
Chairman
Director & Vice Chairman
Managing Director & CEO
Deputy Managing Director
Director
Director
Director
Director
Director
Director
Alternate Director to Mr. Lilien
The following is the summary of our financial performance for the last three years;
Particulars
2003
Income from operations
Other Income
Total Income
Total Expenditure
PAT
Share Capital
Reserves & Surplus
(excluding revaluation
of reserves)
Net Worth
EPS(Rs.)
Book Value per
Share(Rs.)
Dividend
3202.77
139.12
3341.89
3728.73
63.74
3499.97
1424.45

2004
2005
8130.81
10741.47
104.19
92.64
8235.00
10834.10
5275.81
5963.78
2209.2
3306.39
3499.97
3499.97
2843.96
5185.03
4878.03
0.18
13.94
6309.91
6.31
18.03
8663.36
9.45
24.75
20%
22.50%
Share quotation:
Highest and lowest price since the date of listing:
Month
July 2005
August 2005
September 2005
High (Rs.)
185.15
202.45
246.60
Low (Rs.)
171.30
172.70
198.30
3. Closing price as on October 26, 2005 on NSE is Rs. 195.35

4. Market capitalisation on NSE based on closing price of October 25, 2005 is Rs. 8556274520.6
Source : NSE website (www.nseindia.com)
Details of Public issue:
IL&FS Investsmart Limited, has made initial public offer of 11,400,000 equity shares at the price of
Rs.125 through book building process. The object of the issue was for expansion of operation and
108
branch networks both in India and overseas, technology investments relating to its existing business
and scaling of online trading business, investment in subsidiaries and augmenting of working capital.
Particulars
Year of Issue
Type of issue
Amount of issue
Date of closure of issue
Date of completion of project if the same was
object
Promise v/s performance
2005
Initial public offering
142.50 crores
July 08, 2005
N.A.
No projections were
made in prospectus
21) Tamil Nadu Road Development Company Ltd. (TNRDC)

TNRDC was incorporated in May 12, 1998. TNRDC is a 50:50 initiative of Tamil Nadu Industrial
Development Corporation Limited (TIDCO) and IL&FS. The main activities of TNRDC involves
engaging in Infrastructure, Road Development, Operations, Maintenance and Project Management /
Advisory Services.
The Company has entered into Concession Agreement for 31 years with Government of Tamil Nadu
for handling the improvement and maintenance of East Coast Road (ECR) under the Rehabilitate,
Improve, Maintain, Operate and Transfer (RIMOT) basis. However, Government of Tamil Nadu can
extend concession period for 2 years at a time subject to maximum of 5 years if total project cost and
the returns are not recovered. Agreement has conferred the right to recover 20% rate of return to be
determined in accordance with Concession Agreement. The first project of TNRDC commenced
commercial operations and toll collections started on March 24, 2002.
Shareholding pattern of TNRDC as on August 31, 2005 is as follows:
Name of the Promoter Group
Members
Infrastructure Leasing &
Financial Services Limited
Tamil Nadu Industrial
Limited
Mr Hari Sankaran
Mr Rohit Modi
Mr Ashok Totlani
Mr S. Susai (TIDCO)
Mr T Willington (TIDCO)
Mr T.S. Surendranath (TIDCO)
Mr V Soundararajan (TIDCO)
%
shareholding
Number of
equity shares
held
5,000,000
49.99%
5,000,000
49.99%
20
20
20
15
15
15
15
1,000,120
0.00020%
0.00020%
0.00020%
0.00015%
0.00015%
0.00015%
0.00015%
100%
Board of Directors
Board of Directors of TNRDC as on August 31, 2005 comprised:
109
Name
Ravi Parthasarathy
K. Gnanadesikan, IAS
Dr.P. Rama Mohana Rao, IAS
K. R. Viswanathan
Hari Sankaran
K. Ramchand
N.R. Krishnan,IAS (Retd)
L. Krishnan, IAS (Retd)
V. Janakiraman
Designation
Chairman and Managing Director
Infrastructure Leasing and Financial Services Limited
Secretary (Finance)
Secretary (Highways)
General Manager
Tamil Nadu Industrial Development Corporation Limited
Joint Managing Director
Infrastructure Leasing and Financial Services Limited
President and CEO
Consolidated Transportation Network India Limited
Former Secretary to Government of India
Ministry of Environment and Forests
Former Special Secretary (Finance)
Ex-Managing Director, State Bank of India,
Ex-Chairman & Managing Director, Centurion Bank
The brief financial details of TNRDC for the last three years are as under:
(Rs.in Lacs)
2002-03
2003-04
2004-05
Total Income
810.94
1687.30
1446.80
(342.52)
111.95
5.78
Shareholders Funds
1000.01
1000.01
1000.01
- Advance towards Share Capital
***500.00
NIL
NIL
Reserves & Surplus
Net Worth *
Dividend (Equity)
(362.12)
250.18
1905.60#
596.88
(3.42)
5.96
NIL
721.14
1.12
7.21
NIL
2890.64
.06
28.91
NIL

*** Advance towards share capital of Rs. 500 lakhs in FY 2003 has been treated as a liability sice the
same has been converted in to Unsecured Loan in FY 2004. It is therefore excluded for calculation of
Networth and NAV
# Includes Capital Grant of Rs.2150 lacs received during FY 2005 from State Government
110
22) ORIX Auto and Business Solutions Limited (OABSL)

ORIX Auto and Business Solutions Limited was incorporated on March 3, 1995 as Orix Auto Finance
(India) Limited (OAFL). On October 31, 2002, pursuant to fresh certificate of incorporation
consequent to change of name, OAFL changed its name to ORIX Auto and Business Solutions Limited
(OABSL). OABSL has also altered its object of issue by obtaining fresh certificate of registration dated
September 30, 2002. It has been promoted by IL&FS and ORIX. OABSL is engaged in financing interalia by the way of Leasing, Hire Purchase, Car Rentals, other related business in the automobile
service industry, and providing back office support to Corporates. Additionally, it has also started
providing transport solutions to corporates.
OABSL has been active in major metros where it provides transport solutions to corporates. With the
growth in the transport solutions sector, the Company happens to be the largest player in the
organized segment. OABSL has made investments totaling 8.5 crores in Consolidated Transportation
Networks Limited (erstwhile Consolidated Toll Network Pvt Ltd) (CTNL), an infrastructure company
engaged in developing and building pan-India surface transport business.
Shareholding pattern of ORIX Auto and Business Solutions Limited as on September 30, 2005 is as
follows
Sr.
No
1.
2
3
NO. OF SHARES
IL&FS
ORIX Employees Welfare Trust and
Others
Total
% of holding
9,499,993
9,500,000
1,000,007
47.50
47.50
5.00
20,000,000
100
Board of Directors
ORIX Auto and Business Solutions Limited as on September 30, 2005 is managed by the following
Board of Directors.
No.
1
2
3
4
5
Name of the Directors

Yuki Oshima
Junichi Hayashi
Chosei Azuma
Haruhiko Umetani
Ravi Parthasarathy
Nominee of Promoter Company

6
7
8
Vibhav Kapoor
Manu Kochhar
Arun K Saha

The brief financials of ORIX Auto and Business Solutions Limited for the last three years are as under:
(Rs.in Lakhs)
2002-03
2003-04
2004-05
Total Income
5455.91
6167.76
9338.52
74.60
150.83
163.31
111
Shareholders Funds
2000.00
2000.00
2000.00
- Preference Share Capital
NIL
NIL
NIL
Reserves & Surplus
681.75
832.59
995.89
Net Worth *
2681.75
2832.59
2995.89
Earnings per Share (Rs.)
Basic
0.37
0.75
.82
Diluted
13.41
14.16
14.98
Dividend (Equity)
NIL
NIL
NIL
112
SUBSIDIARY COMPANIES
DND Flyway Limited (DFL)
DND Flyway Limited, promoted by Noida Toll Bridge Company Limited (NTBCL) was incorporated
with the object of carrying out development activities on the surplus land around the Delhi Noida
Bridge (DND Flyway). The surplus land from NTBCL was proposed to be transferred to the
Company in one or more tranches. In the first tranch, the DFL has taken on sub-lease 30.493 acres of
land in Noida.
The land has been sub-leased with an existing pari passu first charge in favour of the Senior Lenders
and Deep Discount Bondholders of NTBCL. DFL had applied for Stamp Duty Exemption on transfer
of land under the sub lease deed dated March 31, 2004 from Noida Toll Bridge Company Limited
which was approved vide an order dated September 30, 2004, passed by ADM (Finance),
Gautumbudh Nagar, U.P. The amount of Stamp Duty so exempted was approximately Rs 8 crores.
Following this order, the land was registered in the name of DND Flyway Limited on October 14,
2004.
Although the Company was formed to generate revenue by developing the land, the Company can
commence commercial activity only after execution of a formal agreement with New Okhla Industrial
Development Authority (NOIDA). Hence even though no commercial operations have begun the
financial statements have been prepared on a going concern basis.
Entire shareholding in DFL is with NTBCL.
Board of Directors
The board of directors of DFL comprised of:
Name
Mr. Gopi Arora
Mr. Pradeep Puri
Mr. Ajai Mathur
The brief financials details of DFL for the last three years are as under:
Particulars
Total Income
Shareholders Funds
Net Worth
Basic
Diluted
Dividend (Equity)
(Rs. in Lacs)
2004
2005
NIL
NIL
(0.84)
(0.59)
5.0
(0.84)
4.16
5.0
(1.44)
3.56
(1.69)
(1.69)
8.32
NIL
(1.19)
(1.19)
7.12
NIL
113
AUDITORS REPORT
To
The Board of Directors
Dear Sirs,
As required by Part II of Schedule II of the Companies Act, 1956 and the Guidelines titled Securities
and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (the Guidelines)
issued by the Securities and Exchange Board of India (SEBI) in pursuance of Section 11 of the
Securities and Exchange Board of India Act, 1992 and related clarifications and in accordance with the
request dated 7th October, 2005 received from Noida Toll Bridge Company Limited (the Company),
we have examined the financial statements of the Company and its subsidiaries and the group
annexed to this report which is proposed to be included in the Letter of Offer of the Company in
connection with the proposed issue of shares. These financial statements are the responsibility of the
Companys Management. Our responsibility is to express an opinion on these financial statements
based on our examination. We report thereon as follows:
1.
We have examined the Statement of Adjusted Assets and Liabilities as at 31st March,
2001, 2002, 2003, 2004, 2005 and 30th September 2005 and the Statement of Adjusted
Profits and Losses for the financial years ended on those dates enclosed as ANNEXURES
A and B, respectively to this report and confirm that :
a.
These statements reflect the assets and liabilities and the losses of the Company for
each of the financial years as extracted from the Balance Sheets as on 31st March,
2001, 31st March, 2002, 31st March, 2003 and Profit and Loss Account for the financial
years ended as on that date audited by M/s S. B. Billimoria & Co. and the Balance
Sheets as on 31st March, 2004, 31st March, 2005 and 30th September 2005 and Profit
and Loss Account for the financial years ended 31st March, 2004, 31st March, 2005
and 30th September 2005 audited by us. These statements also reflect the assets and
liabilities and the losses of the Company after making therein the disclosures and
adjustments required to be made in accordance with the provisions of paragraph
6.10.2.1 of the Securities and Exchanges Board of India (Disclosures and Investor
Protection) Guidelines, 2005.
b.
The Significant Accounting Policies adopted by the Company and Notes to Accounts
to the Financial statement is enclosed as ANNEXURE C.
114
2.
We have also examined Statement of Adjusted Assets and Liabilities of subsidiary of the
company i.e. DND Flyway Limited as at 31st March, 2004, 31st March, 2005 and 30th
September 2005 and the accompanying Statement of Adjusted Profit and Losses for the
period ending on those dates enclosed as ANNEXURE F and G respectively and draw the
attention of the board to the fact that the inventory includes land obtained on sublease
from the holding company and valued at cost for which New Okhla Industrial
Development Authority (NOIDA) has conveyed its in-principle approval, however the
formal agreement for grant of development rights, is pending execution and confirm
that these statements reflect the Assets and Liabilities and the Losses of the subsidiary
for each of the relevant periods as extracted without any adjustment from the Balance
Sheets as at 31st March, 2004 and 31st March, 2005, 30th September 2005 and the Profit and
Loss Accounts for the accounting periods ended those dates audited by us.
3.
We have also examined Statement of Adjusted Consolidated Assets and Liabilities of

the Company with its subsidiaries as at 31st March, 2004, 31st March, 2005 and 30th
September 2005 and the Statement of Adjusted Consolidated Profit and Losses for the
period ending on those dates enclosed as ANNEXURE H and I respectively and confirm
that:
i.
these statements reflect the Assets and Liabilities and the losses of Noida Toll Bridge
Company Limited and its subsidiary (the group) for each of the relevant periods as
extracted from the Balance Sheets as at 31st March, 2004 and 31st March, 2005, 30th
September 2005 and Profit and Loss Accounts for the accounting periods ended the
those dates audited by us after making therein the disclosures and adjustments
required to be made in accordance with the provisions of paragraph 6.10.2.1 of the
Securities and Exchanges Board of India (Disclosures and Investor Protection)
Guidelines, 2005.
ii.
The Significant Accounting Policies adopted by the Company and Notes to Accounts
to the Financial statement of the group is enclosed as ANNEXURE J.
4.
We have examined the Statement of Accounting Ratios of the Company for each of the
financial years ended 31st March, 2001, 2002, 2003, 2004, 2005 and 30th September 2005
enclosed as ANNEXURE D to this report and confirm that they have been correctly
computed from the figures as stated in the Statement of Adjusted Profits and Losses and
Statement of Adjusted Assets and Liabilities of the Company referred to in paragraph 1
above.
5.
We have examined the Capitalisation Statement of the company enclosed as

ANNEXURE E to this report and report that it correctly records the matters stated
therein.
115
6.
We have examined the Statement of Consolidated Accounting Ratios of the Group for
each of the financial years ended 31st March, 2001, 2002, 2003, 2004, 2005 and 30th
September 2005 enclosed as ANNEXURE K to this report and confirm that they have
been correctly computed from the figures as stated in the Statement of Adjusted Profits
and Losses and Statement of Adjusted Assets and Liabilities of the Company referred to
in paragraph 1 above.
7.
We have examined the Capitalisation Statement of the Group enclosed as ANNEXURE

L to this report and report that it correctly records the matters stated therein.
This report is being issued by us for the purpose of incorporating the same in the Information
Memorandum to be issued by Noida Toll Bridge Company Limited in connection with its proposed
right issue of equity shares to the existing shareholders of the Company.
For LUTHRA & LUTHRA

Chartered Accountants
VISHAL GUPTA
Partner
M.No. 98796
New Delhi
19th October 2005
116
ANNEXURE -A
STATEMENT OF ADJUSTED ASSETS AND LIABILITIES
(Rs. in
Lakhs)
31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
A. Fixed Assets
Gross block
Less: Depreciation
Net Block
Capital work in progress
B. Investments
37,407.49 37,985.23 38,024.85 37,994.26 38,308.04

88.46
705.68 1,335.89 1,334.62
1,356.49
37,319.03 37,279.55 36,688.96 36,659.64 36,951.55
758.72
51.43
73.04
134.12
81.72
38,077.75 37,330.98 36,762.00 36,793.76 37,033.27
1,017.04
66.21
C. Current assets, loans and advances

Inventories
Debtors
Cash & bank balances
296.26
Loans and advances
419.74
716.00
33.44
8.94
178.78
377.75
598.91
Total Assets
D. Liabilities & Provisions
Secured loans
Unsecured loans
Current liabilities
Provisions
E. Adjusted Networth
372.60
606.67
19.96
4.44
7.59
32.20 10,371.62 10,411.15
20.17
96.61
13.18
314.46
220.74
121.29
386.79 10,693.41 10,553.21
7.83
10,426.73
14.95
199.42
10,648.93
39,810.79 37,996.10 38,143.93 48,722.63 47,959.08
48,351.97
24,909.31 31,684.49 33,138.85 35,201.44 35,851.53
36,787.64
6,000.60
1,753.54 1,350.38 1,279.99
1,358.98
33.75
36.82
9.99
9.48
14.98
30,943.66 33,474.85 34,499.22 36,490.91 37,225.49
1,319.97
21.94
38,129.55
8,867.13
4,521.25
995.14
1,235.46
38,367.58
1,364.03
37,003.55
92.82
37,096.37
3,644.71 12,231.72 10,733.59
10,222.42
10,162.00 10,162.00 12,240.00 12,240.00 12,240.00
12,287.60
Represented by
F. Share Capital (Equity paid up
capital)
G. Advance received against Share
Capital
H. Reserves & surplus
I. Less: miscellaneous
expenditure not written off
J. Adjusted Networth
-558.37
-5,055.96
-8,162.20
273.10
-1,376.73
-2,011.56
736.50
584.79
433.09
281.38
129.68
53.62
8,867.13
4,521.25
3,644.71 12,231.72 10,733.59
10,222.42
117
ANNEXURE B
STATEMENT OF ADJUSTED PROFITS AND LOSSES
(Rs. in
Lacs)
31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
A. Income
Sales:
Income from Operations
Other income
Total Income
B. Expenditure
Fees paid to operation &
maintenance contractor
Consumption of cards & OBUs
Staff costs
Other administrative expenses
Selling & distribution expenses
Interest/Finance charges
Depreciation
Miscellaneous expenditure written off
Total Expenditure
Net Profit before tax
Less Provision for tax/ FBT
C. Adjusted Net Profit after tax and
extraordinary items
Balance brought forward from
previous year
Transfer to General Reserve
D. Balance carried to Balance sheet
116.31
13.45
129.76
1,037.15
143.65
1,180.80
1,796.99
76.47
1,873.46
2,454.04
132.34
2,586.38
3,059.01
114.62
3,173.63
1,871.38
21.00
1,892.38
12.94
108.55
181.10
246.86
296.11
172.83
21.86
46.49
0.53
496.59
87.69
22.03
688.13
-558.37
19.94
134.95
347.08
37.95
4,259.96
618.25
151.71
5,678.39
-4,497.59
25.73
152.33
406.56
57.17
3,371.71
633.39
151.71
4,979.70
-3,106.24
22.35
155.63
317.06
81.81
3,458.85
16.32
151.71
4,450.59
-1,864.21
12.64
227.09
344.81
31.77
3,735.95
23.38
151.71
4,823.46
-1,649.83
-558.37
-4,497.59
-3,106.24
-1,864.21
-1,649.83
7.57
164.41
159.21
4.75
1,928.72
9.94
76.06
2,523.49
-631.11
3.73
-634.84
-558.37
-5,055.96
-8,162.20
-5,055.96
-8,162.20
10,026.41
-558.37
-1,376.73
273.10
-1,376.73
118
-2,011.57
ANNEXURE C
NOTES FORMING PART OF THE STATEMENT OF ADJUSTED ASSETS AND LIABILITIES
AND THE STATEMENT OF ADJUSTED PROFITS AND LOSSES:
1. Background
Noida Toll Bridge Company Limited (the Company) has been set up to develop,
establish, construct, operate and maintain a project relating to the construction of the
Delhi Noida Link Bridge under the Build-Own-Operate-Transfer (BOOT) basis.
The Delhi Noida Link Bridge comprises the Delhi Noida Link Bridge, adjoining
roads and other related facilities and the Ashram flyover which has been constructed
at the landfall of the Delhi Noida Link Bridge.
A Concession Agreement entered into between the Company, Infrastructure
Leasing and Financial Services Limited and the New Okhla Industrial Development
Authority, 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 year concession period
commencing 30 December, 1998, 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 assured returns in the previous year(s).
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 31
March, 2001 on provisional basis pending certain payments, which would be effected
on issue of the Defect Liability Certificate. The independent auditors have also
determined the accrued return as designated under the Concession Agreement and
due to the company till March 31, 2005. As per report given by the independent
auditors which is based on the audited financial statements as at 31 March, 2005, the
total amount to be recovered up to 31 March, 2005 under the Concession Agreement
including 20% return on project cost aggregates to Rs. 8150.99 million.
Commencement of operations
The Toll Bridge commenced operations on 7 February 2001 when it was put to use to
the public for traffic. All expenses incurred from 8 April, 1996 (the date of
incorporation of the Company) upto 7 February 2001 (the date when the bridge was
opened to the public) were capitalised as part of the bridge and other assets.
Consequently, no profit and loss account was prepared by the Company upto 7
February 2001. The statement of Adjusted Profit and Losses for the period ended 31
March 2001 comprise income and expenses for the period 7 February to 31 March
2001. The net preoperative expenditure incurred during the construction period (i.e.
upto 7 February 2001) was Rs. 19,679.50 lacs.
119
Subsequently, the Ashram Flyover was opened to the public for traffic on 30 October,
2001 for which a separate agreement has been entered into with the Government of
the NCT of Delhi which is co-terminus with the Concession Agreement. Costs
incurred on this project were also subsequently capitalised W.E.F. 30 October, 2001.
Significant Accounting Policies

(a)
Basis of Accounting
The financial statements have been prepared under the historical cost convention, on
the accrual basis of accounting and in accordance with the provisions of the
Companies Act 1956 and comply with the mandatory Accounting Standards issued
by The Institute of Chartered Accountants of India. The Accounting policies have
been consistently applied by the Company.
(b)
Fixed Assets
Fixed assets include the Delhi Noida Link Bridge and Ashram Flyover which are
stated at original cost of acquisition including incidental expenses relating to the
acquisition and installation of the assets.
Expenses incurred on the Delhi Noida Link Bridge include direct and indirect
expenses incurred for procurement/construction of land and buildings, roads,
bridges, culverts, plant and machinery including toll plazas and other equipment
and related expenses. (See also Note 3(a) below)
(c)
Revaluation of Fixed Assets

Revalued assets are recorded at revalued amounts and the incremental values are
shown as Revaluation Reserve. Revaluation Reserve is transferred to the General
Reserve to the extent relatable to the assets disposed off.
(d)
Depreciation
Depreciation on fixed assets (other than Leasehold Building and the Delhi Noida
Link Bridge) is provided on the written down value method using rates prescribed
under Schedule XIV to the Companies Act, 1956. Depreciation on the Leasehold
Building and the Delhi Noida Link Bridge (other than chain link fencing and
advertisement structures which are depreciated on a straight line basis over a period
of fifteen years) is provided on the Straight Line Method using rates prescribed
under schedule XIV to the Companies Act, 1956.
(e)
Revenue Recognition
The Companys revenue are recognized on accrual basis.
(f)
Financing Cost
120
All Financing Costs in relation to borrowings made by the Company are recognised
as an expense and are charged to revenue in the year in which these are incurred on
a year to year basis based on contractual terms agreed with the Lenders.
(g)
Inventories
Inventories have been valued at cost or net realizable value whichever is lower. Cost
is recognised on First in First Out basis.
(h)
Retirement Benefits
The provision for gratuity as at the year end has been made based on an actuarial
valuation funded by the Life Insurance Corporation of India.
The money value of unutilised leave due to the employees in terms of the service
conditions is included under retirement benefits and is calculated on the basis of
leave due to an employee as at the end of the year multiplied by salary as on 31st
March.
(i)
Investments
Investments are valued at cost.
(j)
Foreign Currency Transactions

Transactions in foreign currencies are recorded at the exchange rate prevailing on the
date of the transactions. Monetary items denominated in foreign currency and
outstanding at the balance sheet date are translated at the exchange rate prevailing
on that date. In case of forward contracts for foreign exchange, the difference
between the forward rate and the exchange rate at the date of the transaction are
recognised over the life of the contract.
In case of liabilities incurred for acquisition of fixed assets, the loss or gain on
conversion, at the rates prevailing at the year end is adjusted to the carrying amount
of related fixed assets.
(k)
Miscellaneous Expenditure
Miscellaneous expenditure is amortised over a period of five years from the date of
commencement of commercial operations.
(l)
Capitalisation of Borrowing Costs

Borrowing costs related to the acquisition / construction of the qualifying fixed
assets for the period upto the completion of their acquisition / construction are
included in the book value of the assets.
(m)
Deferred Taxation
The Company has carried out its tax computation in accordance with AS 22
Accounting for Taxes on Income issued by the Institute of Chartered Accountants of
121
India. In accordance with the same no deferred tax asset / liability was required to be
created at the year end.
(n)
Earnings Per Share

The earnings considered in ascertaining the Companys EPS comprises of the net loss
after tax. The number of shares used in computing basic EPS is the weighted average
number of shares outstanding during the year.
(o)
Financial Lease
Finance leases which effectively transfer to the company substantial risks and
benefits incidental to ownership of the leased item, are capitalized and disclosed as
leased assets. Finance charges payable on assets taken on financial lease are charged
off to Profit & Loss Account.
(p)
Change in Accounting Policy

(i)
During the year ended 31st March 2002, the Company has changed the
method of providing depreciation in respect of Delhi Noida Link
Bridge from the sinking fund method to straight line method at the
rates provided under Schedule XIV of the Companies Act, 1956 with
retrospective effect.
In order to bring about consistency in accounting policy, depreciation
for the year 2000-01 has been recomputed at the SLM rates and related
assets and depreciation have been restated.
(ii)
During the year ended 31st March 2004, with reference to Zero
Coupon Bonds (Series B), the company decides to create provision on
a year to year basis on the principle of Sinking Fund by applying the
weighted average interest rate on outstanding borrowings prior to
restructuring as the discount rate and thereby arrive at the amount of
the yearly charge. The Company has obtained confirmation from
professional experts with respect to appropriateness of the Sinking
Fund Method as well as the adequacy of the charge on a year to year
basis to account for the liability towards the ZCBs in the books.
Accordingly, the Profit and Loss account has been debited with Rs.
51,601,434 during the F.Y. 2003-04 being the required amount towards
provision and the corresponding liability for the period from 1st April
2002 to 31st March 2004.
In order to bring the about consistency in accounting policy, provision
for the F.Y. 2002-03 has been computed and Finance Charges and
secured loans have been restated.
Notes To Accounts
(a)
Capitalisation of the Delhi Noida Link Bridge :

Pending receipt of the final bill from the EPC contractor, for expenses incurred on the
122
project, Company had, based on an estimate of balance work done as

certified by
the Project Engineer, capitalised the same at an estimated cost of Rs 37.12 million.
Both parties to the contract have referred some of the disputes to arbitration. Cost of
the project will be revised based on receipt of the contractors final
bill, and on
settlement of arbitration proceedings. The extent of such adjustments, if
any
cannot be determined at this stage.
(b)
Depreciation of Delhi Noida Link Bridge

During the year ended 31st March 2004, the Company had obtained approval from
the Department of Company Affairs vide its letter dated December 14, 2003 for not
charging depreciation on the Delhi Noida Link Bridge for a
three year period
commencing from Financial Year 2003-04. The quantum of arrears of Depreciation
for the period from 1st April 2003 to 30th September 2005 computed in accordance
with Section 205 (2) amounts to Rs 17,25,08,532/- which will be charged over the
remaining useful life of the asset.
(c)
Revaluation of Fixed Assets:

Delhi Noida Link Bridge includes value of Land appurtenant to the Bridge on both
sides of Delhi and Noida. The company had during the year 2003-04 carried out
revaluation of Land for 34 acres on Noida side (original cost Rs 5,719,849 and written
down value Rs 5,519,581 as on April 1, 2003) for which the value has been increased
by Rs 1,345,044,007.
New Okhla Industrial Development Authority (NOIDA) has accorded in principle
approval to grant Development Rights to the Company and formal agreement in this
regard is pending execution. The terms and conditions of the formal agreement may
impact land valuation.
After obtaining approval from the Shareholders and the Lenders, the company had
sold 30.493 acres of revalued land to its wholly owned subsidiary in the year 2003-04
at the revalued price. Consequent to such sale, revaluation amount Rs. 102,99,50,327
pertaining to land sold had been transferred from the Revaluation Reserve to the
General Reserve in the year 2003-04.
In order to comply with the SEBI guidelines the balance of the Revaluation reserve
has been adjusted against the gross value of fixed assets. Accordingly Reserves &
Surplus & Fixed Assets have been restated.
(d)
Wholly Owned Subsidiary:

The Company created a Wholly Owned Subsidiary Company, namely, DND Flyway
Ltd during the year 2003-04 after obtaining the approval of the Lenders as well as
Trustees to the Debenture holders and the Shareholders of the Company. Six Equity
shares of face value of Rs 10 each of the DND Flyway Ltd are held jointly with
individuals (with the company as first named Shareholder)
(e)
Secured Loans:
123
(i)
Deep Discount Bonds are secured by a pari passu first 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 A Zero Coupon Bonds of Rs 100 each for an
aggregate amount of Rs 513,850,000 as per terms of Restructuring approved
by the Corporate Debt Restructuring Empowered Group of the Banks and
Financial Institutions on October 29, 2002. These Zero Coupon Bonds are
secured by pari passu first charge on the Companys assets both present and
future. The first installment, as per terms of restructuring has been repaid on
March 31, 2005 and the balance is repayable on March 31, 2006.
(iii)
The Company has issued Series B Zero Coupon Bonds 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 first charge on the Companys assets both present and
future.
(iv)
The loan of Rs. 350 mn raised during the year is secured by pari passu first
charge on the Companys assets both present and future along with the other
Senior Lenders of the Company.
(v)
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 Companys book debts, receivables, and 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 and relation to the
Trust & Retention account proceeds, being the bank account
124
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, authorizations,
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.
The terms and conditions of repayment of various loans taken by the Company and
outstanding as on 30.9.2005 are set out below:
(Rs. in lacs)
Sr. No.
Name of the Lender
A.
I
Debenture and Bonds

DDBs holder
ii
Series A Zero Coupon Bond
Amount
11292.46 Redeemable at the end of 16th year i.e. 2nd

Nov. 2015 amounting to Rs. 45000 Lacs
Financial Institution
IDBI
IFCI
LIC
Others
IL&FS (THE PROMOTER)
694.25
125.00
250.00
Total
iii
Repayment Schedule
Amount
Redeemable on March 31,

2006.
1500.00
2569.25
Series B Zero Coupon Bond

Banks
Vijaya Bank
State Bank of India
Canara bank
Bank of Baroda
Union Bank of India
21.37
91.76
42.74
40.23
25.15
52.11
45.25
17.60
IDBI
IFCI
LIC
Others
94.39
21.23
31.43
214.96
Total
The face value of the ZCBs

is 5276.51 lacs. Maturing on
31/03/2014 with a rigt to
earlier redemption if the
cash flow permit.
OR
The redemption of these
ZCBs on 31/03/2014 out of
the
proceeds
of
Development Income over
and above Rs 100 crores is
dependent
on
the
realisation of such income.
698.22
125
B.
Term Loans
Others
3000.00 Rate of interest is 12.5% p.a. payable

quarterly. 10% of Term Loan shall be
repaid in 2010-11, 20% in 2011-12,
25% in 2012-13, and
45% in 2013-14
3500.00 Rate of Interest for the period commencing
from date of loan till 31.03.2008 is 4% p.a.,
1.4.2008 to 31.3.2009 is 6.5% p.a., 1.4.2009 to
31.3.2010 is 9.5% p.a. & 1.4.2010 to
31.03.2017 is 12.5% p.a. Terminal interest @
Rs.10,81,50,000 annually payable on
31stMarch of 2015, 2016 & 2017.
Put option shall be available to the lender
9year after the disbursement.
Term Loan shall be repaid in 3 equated
annual instalments from 31/03/2015 to
31/03/2017
Vijaya Bank
State Bank of India
Canara bank
Bank of Baroda
Union Bank of India
965.52
3956.54
1593.08
1593.08
965.49
1593.08
1593.07
579.30
IDBI
IFCI
1388.50
250.00
LIC
Total
C.
500.00
21477.66
Funded Interest
Others
435.37
IDBI
200.69
Interest is payable @ 8.5%

p.a. on quarterly basis. 16%
of the term loan shall be
repaid in FY 2005-06, 5.5%
in FY 2007-08 in four
quarterly
installments.
AND
Balance term loan shall be
repaid in 20 quarterly
installments from 2008-09 to
2012-13. (12.5% on the Term
loan amt every year)
Rate of interest is 12.5% p.a.

payable quarterly. 10% of
Term Loan shall be repaid
in 2010-11, 20% in 2011-12,
25% in 2012-13, and
45% in 2013-14
Repaid in 2006-07.
126
IFCI
LIC
Total
D.
36.28
72.43
744.77
Lease Finance
Ford Credit Kotak Mahindra

Limited
Grand - Total
(f)
Repayble 10 monthly
equated installments of Rs.
45,122 (inclusive of service
tax & interest).
5.28
36787.64
Debt Restructuring:
Pursuant to the approved Debt Restructuring package, the Company has issued
Zero Coupon Bonds (ZCBs) (Series A) of face value of Rs 100 each aggregating to Rs 51.385
crores to Financial Institutions and others towards conversion of Term Loan. ZCBs
aggregating to Rs 25.693 Crores have been repaid on 31st March 2005 as per terms of
Restructuring.
Zero Coupon Bonds (Series B) of face value of Rs 100 each aggregating to Rs 55.5422 crores 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 Company has decided to create provision on a year to year basis on the
principle of Sinking Fund by applying the weighted average interest rate on outstanding
borrowings prior to restructuring as the discount rate and thereby arrive at the amount of the
yearly charge. The Company has obtained confirmation from professional experts with
respect to appropriateness of the Sinking Fund Method as well as the adequacy of the charge
on a year to year basis to account for the liability towards the ZCBs in the books.
The Company has repaid 16% of the Terms Loans aggregating to Rs. 24.4555 crores to the
Banks on March 31, 2005 as per terms of restructuring.
(g)
Contingent Liabilities:
(a)
a.
Contingent Liabilities in respect of:

As at
31.03.2001
As at
31.03.2002
As at
31.03.2003
As at
31.03.2004
As at
31.03.2005
Estimated
amount of
contracts
remaining to be
executed on
capital account
and not
provided for
24,543.00
22,390.60
92.90
68.90
Advances paid
22,790.10
22,312.00
57.90
(Rs. in lacs)
As at
30.9.2005
171.10
4.80
127
As at
31.03.2001
As at
31.03.2002
As at
31.03.2003
As at
31.03.2004
As at
31.03.2005
As at
30.9.2005
Net liability
1752.90
78.60
35.00
68.90
166.30
b.
Income Tax
matters in
dispute
485.00
c.
Bank Guarantee
d.
Claims not
acknowledged
as debt by the
Company
332.00
80.00
e.
Claims made
by the
contractor not
acknowledged
as debt *
2189.90
2708.80
2512.60
2512.60
2512.60
2512.60
against the
above
(b)
(h)
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.
The Company and the contractor have taken necessary steps to refer the matter to
arbitration in accordance with the contractual arrangements.
Deep Discount Bonds :

As per terms of issue, the DDB holders holding 37,098 DDBs exercised Put Option on
November 3, 2004 and were paid by M/s Infrastructure Leasing & Financial Services
Limited and Infrastructure Development Finance Company Limited as per Take out
Assistance Agreement entered into with the Company. Pursuant to the approval
received from the Secured Creditors, the Company has filed a scheme of
Restructuring of its debts including the DDBs in the Allahabad High Court for
reduction of interest. Provision has been made in the Profit and Loss Account
towards interest accrued during the Year as per the original rates pending
finalization of the scheme by the Allahabad High Court.
(i)
Investments:
The details of the investments outstanding as at 30th September, 2005 are set out
below:
128
Details of the investment
Book value Market value/

(Rs. in lacs) quoted value
(Rs. in lacs)
Current and Quoted Other Than Trade Investments

Templeton India Treasury Management Account Growth
Plan
130.76
131.25
HDFC Cash Management Fund Savings Plan Growth
145.00
145.53
Prudential ICICI Liquid Plan
80.00
80.90
TLHG01 Tata Liquid High Investment Fund Growth
40.00
40.10
Chola Liquid Inst. Plus-Cumulative
205.91
207.52
Total (A)
601.67
605.30
5.00
N.A.
Long Term and Unquoted Other Than Trade

Investments
50,000 Equity Shares of DND Flyway Limited
Total (B)
606.67
Total Investments (A+B)

(j)
Other income (Recurring)

(Rs in lacs)
31.03.2001* 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
Interest on sinking fund

investments
12.66
Profit on sale of units of

mutual funds
86.38
53.65
51.10
57.76
76.71
10.75
0.80
3.62
25.37
74.58
37.91
10.25
13.76
209.28
228.78
344.33
484.89
21.00
Miscellaneous and other

income
Total
(*) Figures are for only 53 days i.e. since start of operations of the Company from 7
February, 2001 to 31 March, 2001
(k)
Sundry Debtors (Unsecured, considered good)

(Rs. in lakhs)
31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
Debts outstanding for over six

months
Other Debts
8.94
32.20
10371.62
62.07
78.31
Total
8.94
32.20
10371.62
10411.15
10426.72
10349.08
10348.42
The Company started its operations from 7 February, 2001 and hence had no debtors
before this period.
129
(l)
Loans and advances

(Rs in lacs)
31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
Advances recoverable in
cash or in kind or for the
value to be received
Advance payment against
taxes
Deposits
Interest accrued and not
due on investments
Total
238.88
294.16
296.65
195.90
88.22
166.57
28.97
29.49
1.87
9.28
18.84
17.96
139.23
54.10
15.94
15.56
14.23
15.89
12.66
419.74
377.75
314.46
220.74
121.29
199.42
Of the above
Amount Fully secured
116.00
Unsecured, considered
good
303.74
377.75
314.46
220.74
121.29
199.42
Total
419.74
377.75
314.46
220.74
121.29
199.42
Amount due from

Directors
2.50
Maximum amount due

from directors during the
year
4.17
2.50
130
(m)
Taxation statement
The Company was neither having any tax liability under the Income Tax Act nor any
deferred tax assets / liability was recognised in compliance of AS- 22 issued by the
ICAI during the reported periods, therefore, Tax Shelter Statement as prescribed in
Schedule XII of the Securities and Exchanges Board of India (Disclosures and
Investor Protection) Guidelines, 2005 has not been attached hereto.
The Company is eligible for deduction equal to 100% of profits & gains from
business derived from operating & maintaining of infrastructure facility for the ten
consecutive assessment yeas out of the twenty assessment year from the
commencement of operations i.e. F.Y. 2001-01 under the provisions of the section
80IA of the Income Tax Act 1961.
(n)
Related Party Disclosure

AS -18 Related Party Disclosure issued by the ICAI was applicable for the company
since 1st April 2001 and accordingly disclosures in compliance of AS-18 have been
made in the financial statements for F.Y. 2001-02 and onwards.
(i)
Company holding substantial interest in voting power of the Company:

Transactions/ Outstanding
balances
Year ended Year ended Year ended Year ended Period ended
September
March
March
March
March
30,2005
31,2005
31,2004
31,2003
31,2002
Rupees
Rupees
Rupees
Rupees
Rupees
-
Services & Other Income 803,930

Expenditure on other
services
747,911
124,683
290,654
485,227
93,063
Agency Fees
4,171,252
4,558,488
5,400,680
7,949,564
2,650,492
Interest on Term Loan

Recoverable as at the year
end
96,000,000
37,500,000
37,602,740
66,671,691
42,348,499
225,972
2,353,180
592,754
30,301
83,033
1,744,281
193,336
360,000,020
360,000,070
360,000,070
410,000,070
156,082,914
167,568,871
650,000,000
650,000,000
Payable as at the year end

Equity as at the year end
360,000,020
Deep Discount Bonds

Term Loan as at the year end
Zero Coupon Bond ( Series
600,000,000
300,000,000
300,000,000
131
A)
B)
300,000,000
300,000,000
150,000,000
150,000,000
171,000,000
171,000,000
171,000,000
171,000,000
Funded Interest
25,500,000
39,036,986
43,536,987
43,536,987
(ii)
Enterprise which is controlled by the Company

DND Flyway Ltd.
balances
Year
ended
March
31,2002
Rupees
Year ended
March
31,2003
Year ended
March
31,2004
Year ended
March
31,2005
Rupees
Rupees
Rupees
Period
ended
September
30,2005
Rupees
Sale of Land
Investment in Equity Shares
500,000
500,000
500,000
Receivable as at the year end
1,034,846,881
1,034,846,881
1,034,846,881
(iii)
Associates with whom transactions have taken place during the year or have
balances at the year-end:
Consolidated Toll Network

India Ltd
IL&FS Investsmart Ltd.(
Formerly known as
Investmart India Ltd)
IL&FS Infrastructure
Ltd
IL&FS Trust Company Ltd
IL&FS Asset Management
Company Ltd.
IL&FS Education and
Technology Services Ltd
Kampsax India Pvt Ltd
ORIX Auto & Business
Solutions Ltd
Schoolnet India Ltd
Learnet India Pvt Ltd
Ecosmart India Ltd
New Tirupur Area
Development Company
Year ended
March
31,2002
Year ended
March
31,2003
Year
ended
March
31,2004
Year
ended
March
31,2005
Period
ended
September
30,2005
132
Limited
Wilbur Smith Associates
Private Limited
Vadodara Halol Toll Road
Company Limited
IL&FS Investment Managers
Limited
PDCOR Limited
balances
Rupees
Rupees
99,968
50,863
1,000,000
11,651,196
7,562,213
2,425,350
336,940
33,000
Purchase of units of Mutual

Fund
119,400,000
Sale of units of Mutual Fund
121,889,683
Lease Rentals
Units of Mutual Fund as at

year end
1,426,060

(iv)
Year ended Year ended Year ended Year ended

March
March
March
March
31,2002
31,2003
31,2004
31,2005
Rupees
Services & Other Income

services
200,000,000
Rupees
Period
ended
September
30,2005
Rupees
1,892,050
1,657,341
198,167,114
68,473,149
154,267,114
86,671,609
47,257,447
30,794,573
458,974
1,731,642
267,462
556,034
3,352,099
400,000
403,929
400,000
200,000,000
200,000,000
200,000,000
4,003,263
Key Management Personnel:
(1)
Mr. Pradeep Puri

(Managing Director upto 24 July, 2001 and thereafter President &
CEO)
(2)
Mr. G Viswanathan
(Manager w.e.f. 25 July, 2001 to 17 May, 2002)
(3)
Ms. Monisha Macedo

(Manager w.e.f 18 May, 2002 to till date)
133
balances
Year ended
March
31,2002
Rupees
Vehicle Loan as at the year end

House Loan as at year end
House Renovation Loan as at
year end
214,235
Remuneration paid
(o)
Year ended
Year ended
March March 31,2004
31,2003
Rupees
Rupees
175,217
133,169
4,958,511
200,000
3,706,496
6,109,290
8,716,179
Period ended
September
30,2005
Rupees
Year ended
March
31,2005
Rupees
87,857
63,899
-
163,288
143,758
10,930,143
Lease obligations:
The company had taken one vehicle under finance lease, reconciliation of minimum
lease payments and their present value is as under:
Minimum
Lease
Payment
Amount paid during the 270,732
period ending 30/9/2005
Amount payable not later 549,007
than one year
Total
819,739
Present value of Lease

minimum
lease Charges
payments
247,093
23,639
528,308
20,699
775,401
44,338
The total cost of the vehicle and its carrying amount as at 31.9.2005 is Rs. 1,646,334
(Previous Year Rs. 1,646,334) and Rs. 871,190 (Previous Year Rs 1,001,143)
respectively
( p)
Employee Stock Option Plan (ESOP)- 2005

The Shareholders of the company have approved the following Employee Stock
Option Plans (ESOP) during the year 2003-04
(q)
Dividend
The company has not declared any dividend during he reported periods.
PARTICULARS
ESOP 2004
No. of options authorised to be Granted
1,500,000
No. of Options Granted
1,435,000
Eligibility
Directors & Employees of

NTBCL
134
Vesting period for Options granted during

the 2003-04
15 months
Exercise Period
4 years
No. of Options Vested as at September 30, 2005
Nil
No. Options Lapsed as at September 30, 2005
Nil
No. Options Exercised as at September 30, 2005
476,000
No. of Outstanding Options to be Exercised
959,000
The Group values the above Options at its intrinsic value based on fair value of
equity shares determined in an arms length transaction between willing parties.
135
ANNEXURE D
*STATEMENT OF ACCOUNTING RATIOS
31.03.2001
31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
Basic Earnings per share (EPS)

(Rs.)
-0.63
-4.43
-2.82
-1.52
-1.35
Diluted Earning per shares (EPS)

(Rs.)
-0.47
-3.44
-2.82
-1.52
-1.35
Cash earnings per share (Rs.)
-0.30
-2.79
-0.88
-0.20
.14
-0.32
Net asset value per share (Rs.)
8.73
4.45
2.98
9.99
8.77
8.32
-6.30%
-99.48%
-85.23%
-15.24%
-15.37%
-6.21%
Return on Networth (%)
-0.52
-0.52
Accounting Ratios have been computed without considering the balance of Revaluation
Reserve.
Earnings per share
Cash earnings per share
Net asset value per share
Return on Networth
= Adjusted profit / number of shares

= (Adjusted profit + Non cash charges) / number of shares
= Adjusted Networth / number of shares
= Adjusted profit / Adjusted Networth x 100
136
Annexure E
Capitalisation statement
(Rs. in lacs)
Pre-issue as at Adjusted for the
31.09.2005
Public Issue
Borrowing
Long-term debt
36,787.64
36,787.64
Total Debt
36,787.64
36,787.64
Share Capital
12,287.60
14,787.60
Reserves & surplus
(2011.56)
(2011.56)
(53.62)
(53.62)
10222.88
12722.88
3.60
2.89
Shareholders' funds
Less: Miscellaneous Expenditure not

written off
Total Shareholders Funds
Long-term Debt/Equity ratio
137
ANNEXURE F
DND FLYWAY LIMITED (SUBSIDIARY)
STATEMENT OF ADJUSTED ASSETS AND LIABILITIES
31.03.2004
A. Fixed Assets
Gross block
Less: Depreciation
Net Block
B. Investments
Inventories
Debtors
Loans and advances
Total Assets
Secured loans
Unsecured loans
Current liabilities
Provisions
(Rs. in Lacs)
30.09.2005
31.03.2005
10,348.41
5.05
10,353.46
10,348.41
4.12
10,352.53
10,348.41
3.56
10,351.97
10,353.46
10,352.53
10,351.97
10,349.31
10,349.31
10,348.97
10,348.97
10,348.69
10,348.69
4.15
3.56
3.28
5.00
5.00
5.00
-0.84
-1.44
-1.72
4.16
3.56
3.28
Represented by
F. Share Capital (Equity paid up capital)
G. Advance received against Share Capital
I.
Less: miscellaneous expenditure not written off
138
ANNEXURE G
DND FLYWAY LIMITED (SUBSIDIARY)
STATEMENT OF ADJUSTED PROFITS AND LOSSES
31.03.2004
A. Income
Sales:
Toll Income
Other income
Total Income
B. Expenditure
Total Expenditure
Provision for taxation /FBT
C. Adjusted Net Profit after tax and extraordinary items
Balance brought forward from previous year
(Rs. in Lacs)
30.09.2005
31.03.2005
0.27
0.57
0.84
-0.84
0.60
0.28
0.60
-0.60
0.28
-0.28
-0.84
0.00
-0.84
-0.60
-0.84
-1.44
-0.28
-1.44
-1.72
139
ANNEXURE H
NOIDA TOLL BRIDGE COMPANY LIMITED (GROUP)
STATEMENT OF CONSOLIDATED ADJUSTED ASSETS AND LIABILITIES
31.03.2004
A. Fixed Assets
Gross block
Less: Depreciation
Net Block
B. Investments
Inventories
Debtors
Loans and advances
Total Assets
Secured loans
Unsecured loans
Current liabilities
Provisions
31.03.2005
(Rs. in Lacs)
30.09.2005
38,044.95
1,336.39
36,708.56
134.12
36,842.68
38,358.73
1,358.27
37,000.46
81.72
37,082.18
38,418.27
1,365.80
37,052.47
92.82
37,145.29
1,230.46
367.60
601.67
4.44
23.20
101.61
220.74
349.99
7.59
62.74
17.30
121.29
208.92
7.83
78.31
18.50
199.42
304.06
38,423.13
37,658.70
38,051.02
35,201.44
35,851.53
36,787.64
1,280.84
9.48
36,491.76
1,359.54
14.98
37,226.05
1,320.24
21.94
38,129.82
1,931.37
432.65
-78.80
12,240.00
12,240.00
12,287.60
-10,027.25
-11,677.67
-12,312.78
281.38
129.68
53.62
1,931.37
432.65
-78.80
Represented by
F. Share Capital (Equity paid up capital)
G. Advance received against Share Capital
I.
Less: miscellaneous expenditure not written off
140
ANNEXURE I
STATEMENT OF CONSOLIDATED ADJUSTED ASSETS AND LIABILITIES
31.03.2004
A. Income
Sales:
Toll Income
Other income
Total Income
B. Expenditure
Fees paid to operation & maintenance contractor
Staff costs
Selling & distribution expenses
Depreciation
Total Expenditure
Provision for taxation /FBT
C. Adjusted Net Profit after tax and extraordinary items
Balance brought forward from previous year
(Rs. in Lacs)
30.09.2005
31.03.2005
2,454.04
132.34
2,586.38
3,059.01
114.62
3,173.63
1,871.38
21.00
1,892.38
246.86
22.35
155.63
317.34
81.81
3,458.85
16.32
152.28
4,451.44
-1,865.06
296.11
12.64
227.09
345.40
31.77
3,735.95
23.38
151.71
4,824.05
-1650.42
-1865.06
-8162.19
-10027.25
-1650.42
-10027.25
-11677.67
172.83
7.57
164.41
159.49
4.75
1,928.72
9.94
76.06
2,523.77
-631.39
3.73
-635.12
-11677.67
-12312.79
141
ANNEXURE J
NOTES FORMING PART OF THE STATEMENT OF ADJUSTED ASSETS AND
LIABILITIES AND THE STATEMENT OF ADJUSTED PROFITS AND LOSSES:
(1)
Significant Accounting Policies

(a)
Principles of Consolidation
(i)
The Consolidated Financial Statements present the Consolidated

Accounts of Noida Toll Bridge Co Ltd (Company) and its wholly
owned Subsidiary DND Flyway Ltd (the Group.)
The financial statements of the Group have been consolidated on a
line-by-line basis to the extent possible after eliminating intra-group
balances, intra-group transactions and unrealized profits in accordance
with Accounting Standard 21 on Consolidated Financial Statements
issued by the Institute of Chartered Accountants of India.
The land subleased to DND Flyway Limited by Noida Toll Bridge
Company Limited has been classified as fixed assets in the
Consolidated Financial Statements.
(b)
Basis of Accounting
The financial statements of the Group have been prepared under the
historical cost convention, on the accrual basis of accounting.
(c)
Fixed Assets
Fixed assets include the Delhi Noida Link Bridge and Ashram Flyover which
are stated at original cost of acquisition including incidental expenses relating
to the acquisition and installation of the assets.
Expenses incurred on the Delhi Noida Link Bridge include direct and indirect
expenses incurred for procurement/construction of land and buildings,
roads, bridges, culverts, plant and machinery including toll plazas and other
equipment and related expenses.
(d)
Depreciation
Depreciation on fixed assets (other than Leasehold Building and the Delhi
Noida Link Bridge) is provided on the written down value method using
rates prescribed under Schedule XIV to the Companies Act, 1956.
Depreciation on the Leasehold Building and the Delhi Noida Link Bridge
(other than chain link fencing and advertisement structures which are
depreciated on a straight line basis over a period of fifteen years) is provided
142
on the Straight Line Method using rates prescribed under schedule XIV to the
(e)
Financing Cost
All Financing Costs in relation to borrowings made by the Company are
recognised as an expense and are charged to revenue in the year in which
these are incurred on a year to year basis based on contractual terms agreed
with the Lenders.
(f)
Revenue Recognition
The Companys revenue are recognized on accrual basis.
(g)
Inventories
Inventories have been valued at cost or net realizable value whichever is
lower. Cost is recognised on First In First Out basis.
(h)
Retirement Benefits
The provision for gratuity as at the year end has been made based on an
actuarial valuation funded by the Life Insurance Corporation of India.
The money value of unutilised leave due to the employees in terms of the
service conditions is included under retirement benefits and is calculated on
the basis of leave due to an employee as at the end of the year multiplied by
salary as on 30th September, 2005.
(j)
Investments
Investments are valued at cost.
(j)
Foreign Currency Transactions

Assets and liabilities in foreign currencies are converted at the rates of
exchange prevailing at year end.
(k)
Miscellaneous expenditure is amortised over a period of five years from the
date of commencement of commercial operations.
(l)
Capitalisation of Borrowing Costs

Borrowing costs related to the acquisition / construction of the qualifying
fixed assets for the period up to the completion of their acquisition /
construction are included in the book value of the assets.
(m)
Deferred Taxation
143
The accounting treatment for Income tax is based on Accounting Standard

22 Accounting for Taxes on Income issued by the Institute of Chartered
Accountants of India. In accordance with the same no deferred tax asset /
liability was required to be created at the year end.
(n)
Earnings Per Share

The earnings considered in ascertaining the Groups EPS comprises of the net
loss after tax. The number of shares used in computing basic EPS is the
weighted average number of shares outstanding during the year.
(o)
Financial Lease
Finance leases, which effectively transfer to the company substantial risks
and benefits incidental to ownership of the leased item, are capitalized and
disclosed as leased assets. Finance charges payables on assets taken on
financial lease are charged off to Profit & Loss Account.
(p)
Adjustments in Financial Statement

During the year ended 31st March 2004, with reference to Zero Coupon Bonds
(Series B), the company decides to create provision on a year to year basis on
the principle of Sinking Fund by applying the weighted average interest rate
on outstanding borrowings prior to restructuring as the discount rate and
thereby arrive at the amount of the yearly charge. The Company has
obtained confirmation from professional experts with respect to
appropriateness of the Sinking Fund Method as well as the adequacy of the
charge on a year to year basis to account for the liability towards the ZCBs in
the books. Accordingly, the Profit and Loss account has been debited with Rs.
51,601,434 during the F.Y. 2003-04 being the required amount towards
provision and the corresponding liability for the period from 1st April 2002 to
31st March 2004.
In order to bring the about consistency in accounting policy, provision for the
F.Y. 2002-03 has been computed and accordingly finance charges, secured
loans, and brought forward accumulated losses have been restated.
Notes To Accounts
(a)
Capitalisation of the Delhi Noida Link Bridge:

Pending receipt of the final bill from the EPC contractor, for expenses
incurred on the project, Company had, based on an estimate of balance work
done as certified by the Project Engineer, capitalised the same at an estimated
cost of Rs.37.12 million.
Both parties to the contract have referred some of the disputes to arbitration.
Cost of the project will be revised based on receipt of the contractors final
bill, and on settlement of arbitration proceedings. The extent of such
adjustments, if
any cannot be determined at this stage.
144
(b)
Depreciation of Delhi Noida Link Bridge

During the year ended 31st March 2004, the Company had obtained approval
from the Department of Company Affairs vide its letter dated December 14,
2003 for not charging depreciation on the Delhi Noida Link Bridge for a three
year period commencing from Financial Year 2003-04. The quantum of
arrears of Depreciation for the period from 1st April 2003 to 30th September
2005 computed in accordance with Section 205 (2) amounts to Rs.
15,98,54,260/- which will be charged over the remaining useful life of the
asset.
(c)
Wholly Owned Subsidiary:

The Company created a Wholly Owned Subsidiary Company, namely, DND
Flyway Ltd during the year 2003-04 after obtaining the approval of the
Lenders as well as Trustees to the Debenture holders and the Shareholders of
the Company. Six Equity shares of face value of Rs 10 each of the DND
Flyway Ltd are held jointly with individuals (with the company as first
named Shareholder)
(d)
Secured Loans:
(i)
Deep Discount Bonds are secured by a pari passu first 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 A Zero Coupon Bonds of Rs 100 each
for an aggregate amount of Rs 513,850,000 as per terms of
Restructuring approved by the Corporate Debt Restructuring
Empowered Group of the Banks and Financial Institutions on October
29, 2002. These Zero Coupon Bonds are secured by pari passu first
charge on the Companys assets both present and future. The first
installment, as per terms of restructuring has been repaid on March
31, 2005 and the balance is repayable on March 31, 2006.
(iii)
The Company has issued Series B Zero Coupon Bonds 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 first
charge on the Companys assets both present and future.
(iv)
The loan of Rs. 350 mn raised during the year is secured by pari passu
first charge on the Companys assets both present and future
alongwith the other Senior Lenders of the Company.
145
Sr. No.
A.
I
ii
(v)
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 Companys 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 and 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, authorizations,
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.
The terms and conditions of repayment of various loans taken by the Company and
outstanding as on 30.9.2005 are set out below:
(Rs. in lacs)
Name of the Lender
Amount
Repayment Schedule
Amount
Debenture and Bonds
DDBs holder
11292.46 Redeemable at the end of 16th year i.e.
2nd Nov. 2015 amounting to Rs. 45000
Lacs
Series A Zero Coupon Bond
IDBI
IFCI
LIC
Others
694.25
125.00
250.00
Total
Redeemable on March
31, 2006.
1500.00
2569.25
146
iii
Series B Zero Coupon Bond

Banks
Vijaya Bank
State Bank of India
Canara bank
Bank of Baroda
Union Bank of India
21.37
91.76
42.74
40.23
25.15
52.11
45.25
17.60
IDBI
IFCI
LIC
Others
94.39
21.23
31.43
214.96
Total
B.
The face value of the

ZCBs is 5276.51 lacs.
Maturing
on
31/03/2014 with a rigt
to earlier redemption
if the cash flow permit.
OR
The redemption of
these
ZCBs
on
31/03/2014 out of the
proceeds
of
Development Income
over and above Rs 100
crores is dependent on
the realisation of such
income.
698.22
Term Loans
Others
Vijaya Bank
State Bank of India
Canara bank
Bank of Baroda
3000.00 Rate of interest is 12.5% p.a. payable

quarterly. 10% of Term Loan shall be
repaid in 2010-11, 20% in 2011-12,
25% in 2012-13, and
45% in
2013-14
3500.00 Rate of Interest for the period
commencing from date of loan till
31.03.2008 is 4% p.a., 1.4.2008 to
31.3.2009 is 6.5% p.a., 1.4.2009 to
31.3.2010 is 9.5% p.a. & 1.4.2010 to
31.03.2017 is 12.5% p.a. Terminal
interest @ Rs.10,81,50,000 annually
payable on 31stMarch of 2015, 2016 &
2017.
Put option shall be available to the
lender 9year after the disbursement.
Term Loan shall be repaid in 3
equated annual instalments from
31/03/2015 to 31/03/2017
Interest is payable @
8.5% p.a. on quarterly
965.52
basis. 16% of the term
3956.54
loan shall be repaid in
1593.08
FY 2005-06, 5.5% in
1593.08
FY 2007-08 in four
965.49
147
Union Bank of India

1593.08
1593.07

IDBI
IFCI
579.30
1388.50
250.00
LIC
Total
C.
Funded Interest
Others
Rate of interest is
12.5% p.a. payable
quarterly. 10% of Term
Loan shall be repaid in
2010-11, 20% in 201112,
25% in
2012-13, and
45%
in 2013-14
435.37
IDBI
IFCI
LIC
Total
D.
500.00
21477.66
quarterly installments.
AND
Balance term loan shall
be repaid in 20
quarterly installments
from 2008-09 to 201213. (12.5% on the Term
200.69
36.28
72.43
744.77
Repaid in 2006-07.
Lease Finance
Ford Credit Kotak Mahindra

Limited
Grand - Total
(e)
5.28
Repayble 10 monthly
equated installments
of Rs. 45,122 (inclusive
of service tax &
interest).
36787.64
Debt Restructuring:
Pursuant to the approved Debt Restructuring package, the Company has
issued
Zero Coupon Bonds (ZCBs) (Series A ) of face value of Rs 100 each
aggregating to Rs 51.385 crores to Financial Institutions and others towards
conversion of Term Loan. ZCBs aggregating to Rs 25.693 Crores have been
repaid on 31st March 2005 as per terms of Restructuring.
Zero Coupon Bonds (Series B ) of face value of Rs 100 each aggregating to Rs
55.5422 crores to Banks, Financial Institutions and others repayable no later
than March 31, 2014 towards the Net Present Value of the sacrifice made by
148
them by way of reduction of interest rates from the contracted terms. The
Company has decided to create provision on a year to year basis on the
principle of Sinking Fund by applying the weighted average interest rate on
outstanding borrowings prior to restructuring as the discount rate and
thereby arrive at the amount of the yearly charge. The Company has
obtained confirmation from professional experts with respect to
appropriateness of the Sinking Fund Method as well as the adequacy of the
charge on a year to year basis to account for the liability towards the ZCBs in
the books.
The Company has repaid 16% of the Terms Loans aggregating to Rs. 24.4555 crores
to the Banks on March 31, 2005 as per terms of restructuring.
(f)
Contingent Liabilities:
(a)
a.
Estimated
amount of
contracts
remaining to be
executed on
capital account
and not provided
for
Contingent Liabilities in respect of:

As at
31.03.2001
As at
31.03.2002
As at
31.03.2003
As at
31.03.2004
24,543.00
22,390.60
92.90
(Rs. in lacs)
As at
As at
31.03.2005 30.9.2005
68.90
171.10
22,790.10
22,312.00
57.90
Net liability
1752.90
78.60
35.00
68.90
166.30
b.
Income Tax
matters in
dispute
485.00
c.
Bank Guarantee
d.
Claims not
acknowledged as
debt by the
Company
332.00
80.00
e.
Claims made by
the contractor not
acknowledged as
debt *
2189.90
2708.80
2512.60
2512.60
2512.60
2512.60
Advances paid
against the above
(b)
4.80
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.
149
(g)
The Company and the contractor have taken necessary steps to refer the matter to
arbitration in accordance with the contractual arrangements.
Deep Discount Bonds :
As per terms of issue, the DDB holders holding 37,098 DDBs exercised Put
Option on November 3, 2004 and were paid by M/s Infrastructure Leasing &
Financial Services Limited and Infrastructure Development Finance
Company Limited as per Take out Assistance Agreement entered into with
the Company. Pursuant to the approval received from the Secured Creditors,
the Company has filed a scheme of Restructuring of its debts including the
DDBs in the Allahabad High Court for reduction of interest. Provision has
been made in the Profit and Loss Account towards interest accrued during
the Year as per the original rates pending finalization of the scheme by the
Allahabad High Court.
(h)
Investments in Mutual Fund:

The details of the investments outstanding as at 30th September, 2005 are set
out below:
Details of the investment
Market
value/
quoted
value
(Rs. in lacs)
Book
value
(Rs. in
lacs)
Current and Quoted Other Than Trade Investments
(i)
Templeton India Treasury Management Account Growth

Plan
130.76
131.25
HDFC Cash Management Fund Savings Plan Growth
145.00
145.53
Prudential ICICI Liquid Plan
80.00
80.90
TLHG01 Tata Liquid High Investment Fund Growth
40.00
40.10
Chola Liquid Inst. Plus-Cumulative
205.92
207.52
Total
601.68
605.30
Other income (Recurring)

(Rs in lacs)
31.03.2001* 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
Interest on sinking fund

investments
Profit on sale of units of mutual
funds
12.66
-
86.38
53.65
51.10
57.76
76.71
10.75
150
31.03.2001* 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005

Miscellaneous and other income
0.80
3.62
25.37
74.58
37.91
10.25
Total
13.76
209.28
228.78
344.33
484.89
21.00
(*) Figures are for only 53 days i.e. since start of operations of the Company from 7
February, 2001 to 31 March, 2001
(j)
Sundry Debtors (Unsecured, considered good)

(Rs. in lacs)
31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005
Debts outstanding for over six

months
Other Debts
8.94
32.20
10371.62
62.07
78.31
Total
8.94
32.20
10371.62
10411.15
10426.72
10349.08
10348.42
The Company started its operations from 7 February, 2001 and hence had no debtors
before this period.
(k)
Loans and advances

31.03.01
Advances recoverable
in cash or in kind or
for the value to be
received
Advance payment
against taxes
Deposits
Interest accrued and
not due on
investments
Total
31.03.02
31.03.03
(Rs in lacs)
31.03.05
30.09.05
31.03.04
238.88
294.16
296.65
195.90
88.22
166.57
28.97
29.49
1.87
9.28
18.84
17.96
139.23
54.10
15.94
15.56
14.23
15.89
12.66
419.74
377.75
314.46
220.74
121.29
199.42
Of the above
Amount Fully secured
116.00
Unsecured,
considered good
303.74
377.75
314.46
220.74
121.29
199.42
Total
419.74
377.75
314.46
220.74
121.29
199.42
-
Amount due from

Directors
2.50
Maximum amount
due from directors
during the year
4.17
2.50
151
(l)
Taxation statement
The Noida Toll Bridge Company Limited (NTBCL) and DND Flyway Limited
(herein after referred as Group Companies) were neither having any tax liability
under the Income Tax Act
1961 nor deferred tax assets / liabilities was recognised
in compliance of AS-22 issued by the
ICAI during the reported periods,
therefore, Tax Shelter Statement as prescribed in Schedule
XII
of
the
Securities and Exchanges Board of India (Disclosures and Investor Protection)
Guidelines, 2005 has not been attached hereto.
NTBCL is eligible for deduction equal to 100% of profits & gains from business
derived from operating & maintaing of infrastructure facility for the ten consecutive
assessment yeas out of
the twenty assessment year from the commencement of
operations i.e. F.Y. 2001-01 under the
provisions of the section 80IA of the
Income Tax Act 1961.
(m)
Related Party Disclosure

(i)
Company holding substantial interest in voting power of the

Company:

balances
(The Promoter)
Period
ended
September
30,2005
Rupees
Year ended Year ended Year ended Year ended

March
March
March
March
31,2005
31,2004
31,2003
31,2002
Rupees
Rupees
Services & Other Income 803,930

services
747,911
124,683
290,654
485,227
93,063
Agency Fees
4,171,252
4,558,488
5,400,680
7,949,564
2,650,492
Interest on Term Loan

Recoverable as at the year
end
96,000,000
37,500,000
37,602,740
66,671,691
42,348,499
225,972
2,353,180
592,754
30,301
83,033
1,744,281
193,336
360,000,020
360,000,070
360,000,070
410,000,070
156,082,914
167,568,871
650,000,000
650,000,000

360,000,020
Rupees
-
Deep Discount Bonds

Term Loan as at the year end
600,000,000
300,000,000
Rupees
300,000,000
152
A)
B)
300,000,000
300,000,000
150,000,000
150,000,000
171,000,000
171,000,000
171,000,000
171,000,000
Funded Interest
25,500,000
39,036,986
43,536,987
43,536,987
153
(ii)
Associates with whom transactions have taken place during the year
or have balances at the year-end:
Consolidated Toll Network India Ltd

IL&FS Investsmart Ltd.
Corporation Ltd
IL&FS Trust Company Ltd
IL&FS Asset Management Company Ltd.
IL&FS Education and Technology Services Ltd
Kampsax India Pvt Ltd
ORIX Auto & Business Solutions Ltd
Schoolnet India Ltd
Learnet India Pvt Ltd
Ecosmart India Ltd
New Tirupur Area Development Company
Limited
Wilbur Smith Associates Private Limited
Vadodara Halol Toll Road Company Limited
IL&FS Investment Managers Limited
PDCOR Limited
2003-04
2004-05
30.9.2005
(iii)
Transactions/ Outstanding balances
Services & Other Income

Expenditure on other services
Lease Rentals
Year ended
March
31,2004
Rupees
1,000,000
Year ended
March
31,2005
Rupees
-
Period ended
September
30,2005
Rupees
-
2,425,350
-
1,892,050
-
1,657,341
-
Purchase of units of Mutual Fund
68,473,149
Sale of units of Mutual Fund
86,671,609
Units of Mutual Fund as at year end
30,794,573
1,731,642
267,462
556,034
400,000
403,929
400,000
200,000,000
4,003,263

200,000,000
(iv)
Key Management Personnel:
(1)
Mr. Pradeep Puri

154
(Managing Director upto 24 July, 2001 and thereafter President &

CEO)
(2)
Mr. G Viswanathan
(Manager w.e.f. 25 July, 2001 to 17 May, 2002)
(3)
Ms. Monisha Macedo

(Manager w.e.f 18 May, 2002 to till date)
balances
Year ended
March
31,2002
Year ended
Year ended
March March 31,2004
31,2003
Rupees
Vehicle Loan as at the year end
House Loan as at year end
House Renovation Loan as at
year end
Remuneration paid
(n)
214,235
3,706,496
Year ended
March
31,2005
Period
ended
September
30,2005
Rupees
Rupees
Rupees
Rupees
175,217
133,169
4,958,511
87,857
-
63,899
200,000
163,288
143,758
6,109,290
8,716,179
10,930,143
Lease obligations:
The company had taken one vehicle under finance lease, reconciliation of
minimum lease payments and their present value is as under:
Minimum
Lease
Payment
Amount paid during the 270,732

period ending 30/9/2005
Amount payable not later 549,007
than one year
Total
819,739
Present value Lease

of minimum Charges
lease
payments
247,093
23,639
528,308
20,699
775,401
44,338
The total cost of the vehicle and its carrying amount as at 31.9.2005 is Rs.
1,646,334 (Previous Year Rs. 1,646,334) and Rs. 871,190 (Previous Year Rs
1,001,143) respectively
( o)
Employee stock option plan (esop)- 2005
The Shareholders of the company have approved the following Employee

Stock Option Plans (ESOP) during the year 2003-04
155
PARTICULARS
ESOP 2005
No. of options authorised to be Granted
1,500,000
No. of Options Granted
1,435,000
Eligibility
Directors & Employees of

NTBCL
Vesting period for Options granted during

the 2003-04
15 months
Exercise Period
4 years
No. of Options Vested as at September 30, 2005
Nil
No. Options Lapsed as at September 30, 2005
Nil
No. Options Exercised as at September 30, 2005
476,000
No. of Outstanding Options to be Exercised
959,000
The Group values the above Options at its intrinsic value based on fair value
of equity shares determined in an arms length transaction between willing
parties.
(p)
Dividend
The companies in the group have not declared any dividend during he
reported periods.
156
ANNEXURE K
STATEMENT OF CONSOLIDATED ACCOUNTING RATIOS:
31.03.2004
31.03.2005
30.09.2005
Basic Earnings per share (BEPS) (Rs.)
-1.52
-1.35
-0.52
Diluted Earnings per share (DEPS)

(Rs.)
-1.52
-1.35
-0.52
Cash earnings per share (Rs.)
-0.20
0.14
0.32
Net asset value per share (Rs.)
1.58
0.35
-0.06
-96.57%
-381.47%
N.A.
Return on Networth (%)
Accounting Ratios have been computed without considering the balance of Revaluation
Reserve.
Earnings per share
Cash earnings per share
Net asset value per share
Return on Networth
= Adjusted profit / number of shares

= (Adjusted profit + Non cash charges) / number of shares
= Adjusted Networth / number of shares
= Adjusted profit / Adjusted Networth x 100
157
ANNEXURE L
CAPITALISATION STATEMENT
Pre-issue as at
30.09.2005
(Rs. in lacs)
Adjusted for the
Public Issue
Borrowing
Long-term debt
36,787.64
36,787.64
Total Debt
36,787.64
36,787.64
Share Capital
12,287.60
14,787.60
Reserves & surplus
(2011.56)
(2011.56)
(53.62)
(53.62)
10222.88
12722.88
3.60
2.89
Shareholders' funds
Less: Miscellaneous Expenditure not

written off
Total Shareholders Funds
Long-term Debt/Equity ratio
158
STOCK MARKET DATA

The shares are listed on NSE and BSE. The shares were listed on BSE & NSE w.e.f. November 29, 1999.
The trading of equity shares on the exchanges commenced on December 6, 2002.
BSE
Last 3years
Year Highest
(Rs.)
Sept 04Sept 05
Sept 03Sept 04
Sept 02Sept 03
Date of
Quantity (no. Lowest
(Rs.)
low
of shares
traded)
2097499
7.62 1st Oct 04
Date of
High
35.3 20th Sep

11.68 14th Jan
15.2 6th Dec'02
Quantity (no. Average Quantity

of shares
traded)
693
26.95 247856.63
539190
5.1 23rd Oct
700
8.99
14915.10
1851
5.25 8th April
6.89
8361.73
Source: Bombay Stock Exchange

Last 6 months
Month Highest Date of High
Apr - 05
21.60
6th
may- 05
31.35
23rd
june- 05
26.10
4th
jul- 05
27.35
26th
Aug- 05
33.05
31st
Sep- 05
35.30
20th
Quantity lowest Date of low Quantity Average

442717 18.00
5th
26525
19.87
1208112 17.80
2nd
36021
27.00
130466 22.50
30th 119633
25.46
1299872 22.50
1st
50419
25.29
2040357 24.15
9th
96126
28.63
2097499 29.90
14th 343065
33.19
Quantity
105784.15
485482.64
130793.70
383284.70
642066.59
737261.38
Source: Bombay Stock Exchange

National Stock Exchange
Last 3 Years
Year Highest Date of Quantity Lowest Date of Quantity Average
Price
High
Price
Low
Price
Sep 04-05
35.50 20th Sep 2963917
7.85
1st Oct
3900
27.00
Sep 03-04
11.90 14th Jan 513377
6.25 24th June
4926
9.19
Sep 02-03
11.00 6th Dec
300
5.90 15th April
100
7.38
Source: National Stock Exchange
Last 6 months
Month Highest Date of
Price
High
Apr '05
21.70 6th April
May'05
31.4
11th
Jun '05
26
7th
Jul '05
27.4
26th
Aug '05
32.9
31st
Sep '05
35.5 20th Sep
Quantity Lowest Date of Quantity Average

Total Volume of
Price
Low
Price
Shares traded
548222
18.05 5th April
26301
20.52
2667192
2561806
17.75
23rd
41342 27.678231
15321259
322371
22.5
30th 173086 25.481127
4763936
1944973
22.6
4th 416292 25.537355
9273611
2854861
24
9th 225931 28.458705
20572811
2963917
29.95
14th 484309 33.235737
20570952
Source: National Stock Exchange

1.
The market price and volume traded of the shares one day after the day on which the Board of
Directors approved the Rights Issue viz. On September 29, 2005 was Rs. 33.10 at BSE and Rs. 33.05
159
2.
at NSE and the traded quantity was 2016303 no. of shares on BSE and 2432152 no. of shares on
NSE.
There have been changes in the capital structure of the company after the trading of its stock
began on NSE and BSE. The first change was on August 10, 2005 and second was on October 18,
2005 when ESOPs were granted to some of its employees pursuant to ESOP 2004.The details of
same are as follows:
Date of allotment
BSE
Price (Rs.)
NSE
Volume (qty. traded)
Price (Rs.)
Volume (qty. traded)
August 10, 2005
24.80
138234
24.85
204418
October 18, 2005
34.75
4936338
30.55
847346
160
MANAGEMENT DISCUSSION & ANALYSIS OF THE FINANCIAL PERFORMANCE

You should read the following discussion and analysis of our financial condition and results of operations
together with our financial statements included in this report. You should also read the section titled Risk
Factors beginning on page [], which discusses a number of factors and contingencies that could impact our
financial condition and results of operations. The following discussion relates to the Company on a standalone
basis and is based on our restated financial statements, which have been prepared in accordance with Indian
GAAP and the RBI guidelines.
Our fiscal year ends on March 31 of each year so all references to a particular fiscal year are to the twelve
months ended March 31 of that year.
Introduction
Overview
Noida Toll Bridge Company Limited (NTBCL) is a special purpose company promoted by
Infrastructure Leasing & Financial Services Ltd (IL&FS) for the purpose of development, construction,
Build-Own-Operate-Transfer (BOOT) basis. Delhi Noida Toll Bridge was opened for vehicle traffic on
February 7, 2001.
Significant developments after September 30, 2005 that may affect the future result of operation
The Company believes, no circumstances have arisen since the date of the last financial statements as
disclosed in this Draft Letter of Offer which materially and adversely affect or are likely to affect,
operations or profitability, or the value of assets or ability to pay liabilities within the next five
months. There is no subsequent development after the date of the Auditors Report, which Company
believes, is expected to have a material impact on the Company and its operations.
Critical Accounting Policies
The financial statements have been prepared under the historical cost convention in accordance with
the Indian Generally Accepted Accounting Principles (Indian GAAP) and the provisions of the
Companies Act, 1956. All revenues and expenses having material bearing on the financial statements
are recognized on an accrual basis.
Preparation of financial statements in accordance with Indian GAAP and the provisions of the
Companies Act, 1956, require management to make judgements, estimates and assumptions
regarding uncertainities that affect the reported amounts of the Companys assets, liabilities, revenues
and expenses and disclosure of contingent liabilities. These judgements, estimates and assumptions
are reflected in accounting policies of the Company, which are more fully described in the auditors
report appearing in Financial Statements in this Draft Letter of Offer.
Certain accounting policies are particularly important to the presentation of financial position and
results of operations and require the application of significant assumptions and estimates of
management. The Company refers to these accounting policies as critical accounting policies.
Management uses past experience, industry practices and information provided by outside sources,
as appropriate when forming the assumptions and estimates.
For details of accounting policies followed by the management in the preparation and presentation of
its financial statements and changes in accounting policies, please refer to the section on Financial
Statements on page ____ of the Draft Letter of Offer.
161
Results of Operations
The table below sets forth certain information with respect to the Company revenues, expenditure
and profits for the fiscal 2002, 2003, 2004 and 2005 for respective periods.
(Rs. In lakhs)
Year ending March
Income
Income from Operations
% Growth
% of Total Income
Other income
% Growth
% of Total Income
Total Income
% Growth
Expenditure
Operating and administration
expenses
Fees paid to operation &
maintenance contractor
% Growth
% of Total Expenditure
% Growth
Staff costs
% Growth
% Growth
Business Promotion Expenses
% Growth
Total Operating and
administration expenses
% Growth
Finance Charges
% Growth
Depreciation
% Growth
Miscellaneous expenditure
written off
% Growth
Total Expenditure
% Growth
Adjusted Profit / (Loss) before
Tax and after extraordinary items
% Growth
2001-02
2002-03
2003-04
2004-05
1,037.15
87.83%
143.65
12.17%
1,180.80
-
1,796.99
73.26%
95.92%
76.47
-46.77%
4.08%
1,873.46
58.66%
2,454.04
36.56%
94.88%
132.34
73.06%
5.12%
2,586.38
38.05%
3,059.01
24.65%
96.39%
114.62
-13.39%
3.61%
3,173.63
22.71%
108.55
181.1
246.86
296.11
1.91%
19.94
0.35%
134.95
2.38%
347.08
6.11%
37.95
0.67%
648.47
66.84%
3.64%
25.73
29.04%
0.52%
152.33
12.87%
3.06%
406.56
17.14%
8.16%
57.17
50.65%
1.15%
822.89
36.31%
5.55%
22.35
-13.14%
0.50%
155.63
2.16%
3.50%
317.07
-22.01%
7.12%
81.81
43.10%
1.84%
823.72
19.95%
6.14%
12.64
-43.45%
0.26%
227.09
45.92%
4.71%
344.81
8.75%
7.15%
31.77
-61.17%
0.66%
912.42
26.90%
0.10%
10.77%
4,259.96
75.02%
618.25
10.89%
151.71
3,371.71
-20.85%
67.71%
633.39
2.45%
12.72%
151.71
3,458.85
2.58%
77.72%
16.32
-97.42%
0.37%
151.71
3735.95
8.01%
77.45%
23.38
43.26%
0.48%
151.71
2.67%
5,678.39
-
0.00%
3.05%
4,979.70
-12.30%
0.00%
3.41%
4,450.59
-10.63%
0.00%
3.15%
4,823.46
8.38%
-4,497.59
-3,106.24
-1,864.21
-1,649.83
30.94%
39.98%
11.50%
162
Provision For Tax (FBT)
Adjusted Net Profit / Loss after

tax and extraordinary items
% Growth
-4,497.59
-3,106.24
-1,864.21
-1,649.83
30.94%
39.98%
11.50%
Balance brought forward from

previous year
Transfer from General Reserve
Balance carried to Balance sheet
-558.37
-5,055.96
-8,162.20
-5,055.96
-8,162.20
10,026.41
-
273.1
-1,376.73
Revenue
Revenue, which is referred to herein and in financial statements as total income, consists of Income
from operations and Other income.
Income from Operations consists of Toll revenue, license fees earned by granting space for
advertisement on Noida side and Delhi side and service fees which is in the nature of processing
charges for issue of cards / OBUs.
Other income consists of profits on sale of mutual fund, Interest on Sinking Fund Investment and
miscellaneous income. Miscellaneous income consist of Interest on staff loan, etc.
Expenses
Expenses can be broadly considered as, operating and administration expenses, finance charges,
depreciation and miscellaneous expenditure written off.
Operating and administration expenses includes fees paid to operation & maintenance contractor,
Consumption of cards & OBUs, Staff costs, Business Promotion Expenses, Legal & Professional
charges, Insurance and Other administrative expenses. Finance charges comprise of interest on deep
discount bonds, interest on term loans, amortisation of zero coupon bond series B, Interest on FCD
and other finance charges.
Fiscal Year Ended March 31, 2005 Compared with the Fiscal Year Ended March 31, 2004
Total income increased by 22.71% from Rs. 2586.38 lakhs in fiscal 2004 to Rs. 3173.63 lakhs in fiscal
2005 and the total expenditure increased by 8.38% from Rs. 4450.59 lakhs in fiscal 2004 to Rs. 4823.46
lakhs in fiscal 2005. Income is mainly from Income from operations, which constitute around 96.39%
of the total income. The adjusted profit/(Loss) before tax and extraordinary items decreased by
11.50% from Rs. (1864.21) lakhs in fiscal 2004 to Rs. (1649.83) lakhs in fiscal 2005. The adjusted net
profit /(Loss) after tax remains same, since no provision for tax was made during the year.
Income from operations increased by 24.65% from Rs. 2454.04 lakhs in fiscal 2004 to Rs. 3059.01 lakhs
in fiscal 2005. The following table sets forth the components of income from operations:
Year ended March 31,
2004
2005
(in Rs. lakhs)
163
Toll Revenue
License Fee (Space for advertisement)
- Noida side
- Delhi side
Income from operations....................................................

2005
2004
(in Rs. lakhs)
2257.99
2704.16
196.05
2454.04
299.08
55.77
3059.01
The increase in income from operations was due primarily to a 19.76% increase in toll revenue income
from Rs. 2257.99 lakhs in fiscal 2004 to Rs. 2704.16 lakhs in fiscal 2005. The traffic for the Noida toll
bridge (excluding Mayur Vihar Link) during the year 2004-05 has been more than the CDR
projections. The year- to -year growth has increased from 47,547 vehicle per day in 2003-04 to about
52,860 vehicle/day in 2004-05 i.e. an increase of around 11%.
License fees for advertisement has increased by around 52.55% from Rs. 196.05 lakhs in fiscal 2004 to
Rs.299.08 lakhs in fiscal 2005. This was primarily due to increase in provision of advertisement space
square feet (sft) and average realization per square feet.
Other Income
Other income decreased by 13.39% from Rs. 132.34 lakhs in fiscal 2004 to Rs. 114.62 lakhs in fiscal
2005. The following table sets forth the components of our income from operations:
2005
2004
(in Rs. lakhs)
Profits on sale of units of mutual fund
57.76
Miscellaneous income
74.58
132.34
Total other income .................................................................
76.71
37.91
114.62
Decrease in total other income was primarily due to decrease in miscellaneous income by 49.17%
from Rs.74.58 lakhs in 2003-04 to Rs.37.91 lakhs in 2004-05. Miscellaneous income of 2003- 04 included
balances written back for which provisions was no longer considered necessary.
Profits on sale of units of mutual fund has increased by 32.81% from Rs.57.76 lakhs in fiscal 2004 to
Rs.76.71 lakhs in fiscal 2005.
Operating and Administration (O&M) expenses
The following table sets forth the components of operating and administration expense:
2004
Fees paid to operation and maintenance contractor
Consumption of cards and OBUs
Staff costs
Business promotion expenses
TOTAL OPERATING AND ADMINISTRATION EXPENSE
246.86
22.35
155.63
317.07
81.81
823.72
2005
(in Rs. lakhs)
296.11
12.64
227.09
344.81
31.77
912.42
Operating and administration expense increased by 10.77% from Rs. 823.72 lakhs in fiscal 2004 to
Rs. 912.42 lakhs in fiscal 2005, mainly due to the increasing staff cost, fees paid to operation and
maintenance contractor and other administrative expenses. The company has qualified and
experienced staff strength. In order to match with the current market scenario, there was an
adjustment in the salary level in the fiscal 2005. Increase in Staff cost is mainly on account of the same.
164
Fees paid to contractor is in pursuance to the O&M agreement which is 11% of the total fees collected.
Increase in other administrative expenses is on account of general increase in prices. However,
expenses on consumption of cards and OBUs and business promotion expenses have declined.
Interest and Finance charges
Interest and finance charges increased by 8.01% from Rs. 3458.85 lakhs in fiscal 2004 to Rs. 3735.95
lakhs in fiscal 2005. The following table sets forth the components of interest and finance charges.
2004
2005
Interest on deep discount bonds
Interest on term loan
Amortization of zero coupon bond series B (ZCBB)
Other finance charges
Total Interest and Finance Charges.........................
(in Rs. lakhs)

1176.75
1871.75
1346.25
1916.64
269.58
296.16
140.77
176.90
3458.85
3735.95
Interest on Deep Discount Bonds have been accrued @14.67% on yearly compounding. The increase
in interest on Term loan is on account of interest accrued on funded interest on term loans provided
by Banks. Consequent to the approval of the Board of Directors for amortisation of ZCB-B with a
retrospective effect from 2002-03, the provisioning for two years has been effected in the Books of
Accounts in 2003-04.
Depreciation
The company has obtained approval from the Department of Company Affairs for a moratorium of
three years effective from Financial year 2003-04 for not charging depreciation on the Delhi Noida
Link Bridge. However depreciation has been provided on other assets as per the rates provided in the
Companies Act. The increase in depreciation is due to addition of new assets during the year.
Miscellaneous Expenditure is amortised over a period of five years from the date of commencement
of commercial operation.
Profit before tax and extra ordinary items and after tax and extraordinary items
Loss before tax and extra ordinary items decreased by 11.50% from Rs. (1864.21) lakhs in fiscal 2004 to
Rs. (1649.83) lakhs in fiscal 2005. Since there is no provision for income tax in view of the loss, profit
before tax and extra ordinary items and Profit after tax and extra ordinary items are same.
2004 and total expenditure decreased by 10.63% from Rs. 4979.70 lakhs in fiscal 2003 to Rs. 4450.59
lakhs in fiscal 2004. Income has been derived mainly from operations, which constitute around
94.88% of the total income. Adjusted profit/(Loss) before tax and extraordinary items decreased by
39.98% from Rs. (3106.24) lakhs in fiscal 2003 to Rs. (1864.21) lakhs in fiscal 2004.
165
in fiscal 2004. The following table sets forth the components of the income from operations:
Toll Revenue
- Noida side
- Delhi side

2003
2004
(in Rs. lakhs)
1660.74
2257.99
136.25
1796.99
196.05
2454.04
The increase in income from operations was primarily due to a 35.96% increase in toll revenue income
from Rs. 1660.74 lakhs in fiscal 2003 to Rs. 2257.99 lakhs in fiscal 2004. The traffic for the DND Flyway
(excluding Mayur Vihar Link) during the year 2004-05 has been more than the CDR projections. The
year- to -year growth has increased from 38,474 vehicle per day in 2003-04 to about 47,547
vehicle/day in 2003-04 i.e. an increase of around 24%.
License fees for advertisement has increased by around 43.89% from Rs. 136.25 lakhs in fiscal 2003 to
Rs.196.05 lakhs in fiscal 2004. This was primarily due to increase in provision of advertisement space
per square feet and average realization per square feet.
Other Income
Other income increased by 73.06% from Rs. 76.47 lakhs in fiscal 2003 to Rs. 132.34 lakhs in fiscal 2004.
The following table sets forth the components of income from operations:
2003
51.10
25.37
76.47

2004
(in Rs. lakhs)
57.76
74.58
132.34
Increase in total other income was primarily due to increase in Miscellaneous Income. Miscellaneous
income of 2003- 04 included balances written back for which provisions was no longer considered
necessary.
Operating and Administration (O&M) expenses
The following table sets forth the components of our O&M expense:

Staff costs
TOTAL
OPERATING AND ADMINISTRATION EXPENSE

2004
2003
(in Rs. lakhs)
181.10
246.86
25.73
22.35
152.33
155.63
406.56
57.17
317.07
81.81
822.89
823.72
166
Rs. 823.72 lakhs in fiscal 2004. Fees paid to operation and maintenance contractor has increased by
36.31%. Fees paid to contractor is in pursuance to the O&M agreement which is 11% of the total fees
collected.. Increase in the O&M fees is proportional to the increase in Toll income. There has been a
decrease in administrative expenses from Rs. 406.56 in fiscal 2003 to Rs.317.07 lakhs in fiscal 2004.
Decrease was due to reduction in legal & professional charges by more than 42%.
Interest and finance charges increased by 8.01% from Rs. 3371.71 lakhs in fiscal 2003 to Rs. 3458.85
lakhs in fiscal 2004. The following table sets forth the components of our other income:

Amortization of zero coupon bond series B
Interest on fully convertible debentures (FCD)
Total interest and finance charges...........................

2004
2003
(in Rs. lakhs)
1023.33
1176.75
1800.45
1871.75
246.43
269.58
129.33
140.77
172.17
3371.71
3458.85
Interest on Deep Discount Bonds have been accrued @14.72% on yearly rests. The increase in interest
on Term loan is on account of interest accrued on funded interest on term loans provided by Banks.
Consequent to the approval of the Board of Directors for amortisation of ZCB-B with a retrospective
effect from 2002-03, the provisioning for two years has been effected in the Books of Accounts in 200304. Interest on Fully Convertible Debentures ( FCD ) have been paid up to 2nd November,2002 and the
same has been converted to equity shares on 3rd November, 2002.
Depreciation
Depreciation has decreased from Rs.633.39 lakhs in 2002-03 to Rs.16.32 lakhs in 2003-04 The company
has obtained approval from the Department of Company Affairs for a moratorium of three years
effective from Financial year 2003-04 for not charging depreciation on the Delhi Noida Link Bridge.
However depreciation has been provided on other assets as per the rates provided in the Companies
Act. The decrease in depreciation is due to such moratorium.
Loss before tax and extra ordinary items before provisions decreased by 39.98% from Rs. (3106.24)
lakhs in fiscal 2003 to Rs. (1864.21) lakhs in fiscal 2004. Since there is no provision for income tax in
view of the loss, profit before tax and extraordinary items and Profit after tax and extra ordinary
items are same.
2003 and total expenditure decreased by 12.30% from Rs. 5678.39 lakhs in fiscal 2002 to Rs. 4979.70
lakhs in fiscal 2003. The income is derived mainly from operations, which constitute around 95.92% of
the total income. Adjusted profit/(Loss) before tax and extraordinary items decreased by 30.94% from
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Rs. (4497.59) lakhs in fiscal 2002 to Rs. (3106.24) lakhs in fiscal 2003. The adjusted net profit /(Loss)
after tax remains same , since no provision for tax was made during the year.
in fiscal 2003. The following table sets forth the components of the income from operations:
Toll Revenue
- Noida side
- Delhi side

2002
2003
(in Rs. lakhs)
977.43
1660.74
59.72
1037.15
136.25
1796.99
The increase in income from operations was due primarily to a 69.91% increase in toll revenue income
from Rs. 977.43 lakhs in fiscal 2002 to Rs. 1660.74 lakhs in fiscal 2003. The year- to -year traffic has
increased from 22662 vehicle per day in 2001-02 to about 38,474 vehicle/day in 2002-03 i.e. an increase
of around 69%. License fees for advertisement has increased by around 132% from Rs. 65.63 lakhs in
fiscal 2002 to Rs.152.32 lakhs in fiscal 2003. This was primarily due to increase in provision of
advertisement space per square feet and average realization per square feet.
Other Income
Other income decreased by 46.77% from Rs. 143.65 lakhs in fiscal 2002 to Rs. 76.47 lakhs in
fiscal 2003. The following table sets forth the components of our income from operations:
2003
2002
(in Rs. lakhs)
53.65
3.62
Interest on sinking fund investment
86.38
143.65
51.10
25.37
76.47
Decrease in total other income was primarily due to liquidation of sinking fund investment.
Operating and Administration expenses
The following table sets forth the components of our interest expense:
2002
Staff costs
TOTAL OPERATING AND ADMINISTRATION EXPENSE
108.55
19.94
134.95
347.08
37.95
648.47
2003
(in Rs. lakhs)
181.1
25.73
152.33
406.56
57.17
822.89
Rs. 822.89 lakhs in fiscal 2003, mainly due to increase in the fees paid to operation and maintenance
contractor, other administrative expenses and business promotion expenses. Fees paid to contractor is
168
in pursuance to the O&M agreement which is 11% of the total fees collected. Increase in the O&M fees
is proportional to the increase in Toll income. Increase in other administrative expenses and business
promotion expenses is in tune with general price increase.
Interest and finance charges decreased by 20.85% from Rs. 4259.96 lakhs in fiscal 2002 to Rs. 3371.71
lakhs in fiscal 2003. The following table sets forth the components of other income:
2002
Amortization of zero coupon bond series B
Interest on Fully Convertible Debentures
Total Interest and Finance Charges...............................
892.36
2962.51
114.17
290.92
4259.96
2003
(in Rs. lakhs)
1023.33
1800.45
246.43
129.33
172.17
3371.71
Interest on Deep Discount Bonds have been accrued @14.67% on yearly rests. The decrease in interest
on Term loan is on account of Restructuring of Companys Debts by the Empowered Committee of
Corporate Debt Restructuring Cell. Consequent to such restructuring , the average rate of interest has
decreased from 15% to 8.5%. The interest on FCD has been paid upto 2nd November 2002 and hence
the interest amount is less in fiscal 2003.
Depreciation
Depreciation has increased by 2.45% from Rs.618.25 lakhs in 2002-03 to Rs.633.39 lakhs in 2004-05 due
to addition of Fixed Assets during the fiscal 2003.
Loss before tax and extra ordinary items before provisions decreased by 30.94% from Rs. (4497.59)
lakhs in fiscal 2002 to Rs. (3106.24) lakhs in fiscal 2003. Since there is no provision for income tax in
view of the loss, Profit before tax and extra ordinary items and Profit after tax and extra ordinary
items are same.
Unusual or infrequent events or transactions
Under the Concession Agreement, the Company, subject to the discretion of NOIDA, has a right to
invoke development rights, for development of property and assets that are not anticipated to be part
of the Bridge Project, in order to augment the toll revenues, in case of a shortfall in the same. The
Company has invoked the development rights under the Concession Agreement, and has
incorporated a wholly owned subsidiary, namely, DND Flyway Limited for development of property.
The Company has revalued its land aggregating 34.408 acres pertaining to Noida side by a
professional valuer on realisable value basis in 2003-2004. The said land having a net book value of
Rs. 55.20 lakhs was revalued at Rs 13,505.64 lakhs. After obtaining approval from shareholders and
lenders, a portion of revalued land agreegating 30.493 acres has been sold to DND Flyway Ltd. a
wholly owned subsidiary in 2003-2004 for a consideration of Rs. 10,348.42 lakhs. Consequent to such
169
transfer, proportionate transfer of Rs. 10,299.50 lakhs has been made from revaluation reserves to
general reserves.
Flyway Limited, on March 31, 2004, for sub-lease of surplus lands situated in NOIDA. The land
aggregating to 30.493 acres, was subleased for a consideration of Rs. 10,348.42 and an annual rent of
Rs. 1 as sub-lease rent.
Other than as described elsewhere in this Draft Letter of Offer, particularly in Managements
Discussion and Analysis of Financial Condition and Results of Operations we believe, that there are
no events that may be described as unusual or infrequent events and transactions.
Significant economic/regulatory changes
We believe, that there are no significant economic / regulatory changes that materially affect or are
likely to affect the income from continuing operations.
New Products or business segments
The Company has only one business segment, which is operation and maintenance of Toll Bridge.
Known trends and uncertainties
Other than as described elsewhere in this Draft Letter of Offer, particularly in Risk Factors and
Managements Discussion and Analysis of Financial Condition and Results of Operations, we
believe, that there are no trends or uncertainties that have or had or are expected to have a material
adverse impact on our revenues or income from continuing operations.
Future relationship between costs and income
Discussion and Analysis of Financial Condition and Results of Operations, the Company believes,
there are no known factors, which will have a material adverse impact on our operation and finances.
Seasonality of business
Discussion and Analysis of Financial Condition and Results of Operations, our business is not
seasonal in nature. Our business is dependent on the vehicular traffic attracted by the DND flyway.
The parallel bridges viz: Nizamuddin Bridge and Okhla Barrage, continue to form the competition
primarily because these are free to use. Our level of operations, income and profitability may be
affected due to above factors.
Dependence on single or few suppliers / customers
Other than as described elsewhere in this Draft Letter of Offer, particularly in the para on Risk
Factors, Business of the Company, there are no dependence on single/customers.
Competitive Conditions
The company is a special purpose vehicle promoted by Infrastructure Leasing & Financial Services
Ltd (IL&FS) for the purpose of development, construction, operation and maintenance of a bridge
across the river yamuna connecting delhi and noida on a build-own-operate-transfer (boot) basis. it
charges fees for vehicular traffic for movements between delhi and noida. The parallel bridges viz:
nizamuddin bridge and okhla barrage, continue to form the competition primarily because these are
free to use.
170
171
DESCRIPTION OF CERTAIN INDEBTEDNESS

CORPORATE DEBT RESTRUCTURING
I. Brief Operating History:
The revenue from collection of toll at the bridge was initially far below the projected levels.. With the
completion of the flyover at Ashram Chowk, the traffic increased from about 17000 vehicles/day in
March 2001 to 39000 vehicles in September 2002. However, the traffic was still below the break even
level. While the car traffic had been as per the projections, there had been a shortfall in the
commercial traffic and 2-wheeler segment. The average realisation per vehicle had also been lower
than projected (Rs. 16 projected vis--vis Rs. 12) because of initial promotional discounts being given
by the Company to attract more traffic and the absence of commercial vehicles.
II. Major Problem Areas:
The major problem areas had been the shifting of growth impetus from Noida to Gurgaon and nonusage by commercial traffic resulting in lower average revenue per vehicle. However, the main
problem had been lower revenue realization because of lower than projected traffic. Pre Restructuring
the actual traffic and revenues vis--vis projections from the commencement of operations were as
under:
Period
2000-01*
2001-02
2002-03
Traffic (Million Vehicles)

Projected
Actual
-0.91
35.43
8.17
37.90
14.04
Total Revenue (Rs. Lakhs)

Projected
Actual
-11.60
4666.00
1180.79
6467.00
1873.45
% (Actual revenue
on projected
-25%
29%
*There were 53 days of operations in the FY 2000-01.

As a result of lower than projected traffic, the Company earned revenue from levy of tolls of Rs 16.44
Crores The finance charges (including interest on DDBs and FCDs) amounted to Rs 35.79 crores
which resulted in loss of Rs 33.14 crores for the year ended March 31, 2003.
The Company approached lenders for restructuring of loans taken from Banks and Financial
Institutions. SBI in consultation with NTBCL, IDBI and IL&FS prepared the restructuring proposal
under CDR Mechanism and forwarded the same to the CDR Cell on July 29, 2002 and again on
October 17, 2002. The proposal was approved at the meeting of the Empowered Group on October 29,
2002. The salient features of the proposal are given below: 1. Reduction of the rate of interest to be paid to the Banks and Financial Institutions
2. Issue of Zero Coupon Bonds (ZCBs) (Series A) aggregating to Rs 51.385 crores to
Financial Institutions against conversion of 50% of Term Loan repayable in two
instalments by March 31, 2005 and March 31, 2006.
3. Issue of Zero Coupon Bonds (ZCBs) (Series B) aggregating to Rs. 55.5422 crores for the
sacrifice in the rate of interest differential to the lenders. As per the restructuring proposal
these ZCBs shall be secured by way of first charge on the surplus lands in the possession
of the Company and development income arising therefrom. The ZCBs will be redeemed
in March 31, 2014 or earlier only out of the realisation of sale proceeds of the
development rights of the land adjacent to the DND Flyway over and above Rs. 100
crores.
4. Deferred payment of interest.
5. Infusion of Equity Capital
6. Income from land development rights to repay the restructured debt as well as sacrifice
made by the lenders towards reduction in interest rates
7. Effective date is April 1st, 2002
For the purpose of implementation of the approved package and also to comply with the post
implementation requirements, State Bank of India was appointed as the monitoring agent to oversee
the implementation as also to forward CDR Cell periodical reports on the progress in the
172
implementation of the approved package.

IV. Details of reliefs and concessions Institution/Bank wise:
1.
Cut Off Date : April 01, 2002.
2. Financial Institutions: To bifurcate the outstanding loan of Rs.102.77 crores equally into Part A
(Rs. 51.385 crores) and Part B (Rs. 51.385 crores) on the following terms:
(a) Part A of Rs. 51.385 crores to be converted into Zero Coupon Bonds (ZCBs) and the same
shall be redeemed as under:
(i) Rs. 25.69 crores (i.e. 50%) on March 31, 2005
(ii) Rs. 25.69 crores (i.e. 50%) on March 31, 2006.
(b) Part B of Rs. 51.385 crores will remain as term loan and would be repaid as under, in
quarterly instalments:
(i)
Rs. 5.139 crores (10% of Part B) in FY 2010-11: 3 quarterly instalments of Rs. 1.28
crores each and 4th instalment of Rs. 1.299 crores.
(ii)
(iii)
Rs. 23.123 crores (45% of Part B) in FY 2013-14: 3 quarterly instalments of Rs. 5.78 crores each and 4th
instalment of Rs. 5.783 crores.
3.
Rate of Interest:
Part B:
a. @ 12.5% p.a. payable as under at quarterly rests: Cash payment at 4% p.a. in FY 200203, at 8% p.a. in FY 2003-04 & at 11% p.a. in FY 2004-05.
b. Balance interest of 8.5% in FY 2002-03, 4.5% in FY 2003-04 & 1.5% in FY 2004-05 would
be converted into Funded Interest carrying 0% interest and shall be repaid in FY200607.
4.The repayment/redemption shall be affected out of the estimated development income of Rs. 100
crores and would be shared between the banks and FIs in the ratio of 48.6% & 51.4% respectively.
5.
Banks:
(i) The Total Loan outstanding of Rs. 133 crores will be repaid as under:
a. Rs. 21.28 crores (16% of outstanding) as on March 31 2005.
b. Rs. 21.28 crores (16% of outstanding) as on March 31 2006.
c. Rs. 7.31 crores (5.5% of outstanding) in FY 2007-08: 3 quarterly instalments of Rs. 1.83
each and 4th instalment of Rs. 1.82 crores.
d. Rs. 16.62 crores (12.5% of outstanding) in FY 2008-09: 3 quarterly instalments of Rs. 4.16
each and 4th instalment of Rs .4.14 crores.
e. Rs. 16.62 crores (12.5% of outstanding) in FY 2009-10: 3 quarterly instalments of Rs. 4.16
f. Rs. 16.62 crores (12.5% of outstanding) in FY 2010-11: 3 quarterly instalments of Rs. 4.16
g. Rs. 16.62 crores (12.5% of outstanding) in FY 2011-12: 3 quarterly instalments of Rs. 4.16
h. Rs. 16.62 crores (12.5% of outstanding) in FY 2012-13: 3 quarterly instalments of Rs. 4.16
(ii)
Rate of Interest:
The outstanding assistance shall carry interest @ 8.5% p.a. in the following manner:
a. Cash Payment: @ 2% in FY 2002-03, @ 4% in FY 2003-04 & @5.5% in FY 2004-05.
b. Balance interest at 6.5% in FY 2002-03, 4.5% in FY 2003-04 & 3% in FY 2004-05 would
be funded by adding to the principal and repaid along with the original TL and would
carry interest @ 8.5% p.a.
173
V. Terms And Conditions of Debt Restructuring:

1.
2.
3.
4.
5.
NTBCL shall raise the funds required for the network improvement (Rs.25 crores) by way of
equity infusion from promoters/others. The requisite formalities to raise the equity, including
SEBI formalities, shall be completed by March 2003.
The Company shall extend pari passu charge on the surplus land valued at Rs.360 crores to
secure ZCBs.
Company shall complete the envisaged connectivity of Sector 14A (Mayur Vihar) link of
Noida Toll Bridge by March 2004 and South Link 2 way, which connects NH2 Bypass by
March 2006.
Company shall enter into Development Right Agreement to the satisfaction of the lenders.
Issue of ZCBs shall compensate loss of interest to institutions/Banks due to reduction in rate
of interest from the document rate, and the same shall be redeemed by March 31, 2014.
Details of loans outstanding are as under.

Sr. No.
Name of the
Balance - Paymen
t made
Lender
Prior to
making
payment
on
March
31,2005
Debenture
and Bonds
A.
I
DDB holder
10518.42
ii
iii
Balance
as on
March
31,2005
Payment
to be
made on
March
31,2006
10518.42
11292.46
Series A Zero
Coupon Bond
Others
IL&FS
3000.00
1500.00
1500.00
1500.00
1500.00
Financial
Institution
IDBI
IFCI
LIC
Total
1388.50
250.00
500.00
5138.50
694.25
125.00
250.00
2569.25
694.25
125.00
250.00
2569.25
694.25
125.00
250.00
2569.25
694.25
125.00
250.00
2569.25
Series B Zero
Coupon Bond
Others
IL&FS
164.55
164.55
214.96
16.36
16.36
21.37
70.25
70.25
91.76
Banks
Vijaya Bank
State Bank of
India
Repayment Schedule
Balance as
on
September
30,2005
2Nov15
Redeemable at the end

of 16th year amounting
Rs 45000.00 Lacs
Redeemable on March
31,2006.
Maturing on 31/03/2014
with a rigt to earlier
redemption if the cash
flow permit.
OR
The redemption of
174
B.
Canara bank
Bank of
Baroda
Central Bank
of India
Union Bank of
India
Punjab
National Bank
State Bank of
Patiala
Financial
Institution
IDBI
IFCI
LIC
Total
32.71
32.71
42.74
30.79
30.79
40.23
19.25
19.25
25.15
39.89
39.89
52.11
34.63
34.63
45.25
13.47
13.47
17.60
72.25
16.25
24.06
534.46
72.25
16.25
24.06
534.46
94.39
21.23
31.43
698.22
0.00
Term Loans
Others
IL&FS
0.00
3000.00
3000.00
10% of Term Loan shall

be repaid in 2010-11,
20% in 2011-12,
25% in 2012-13, and
45% in 2013-14
3500.00
3500.00
Term Loan shall be

repaid in 3 equated
annual instalments
from 31/03/2015 to
31/03/2017
IL&FS
3500.00
Vijaya Bank
State Bank of
India
Canara bank
Bank of
Baroda
Central Bank
of India
Union Bank of
India
Punjab
National Bank
State Bank of
Patiala
1149.43
183.91
965.52
183.91
965.52
4710.17
1896.52
753.63
303.44
3956.54
1593.08
753.63
303.44
3956.54
1593.08
1896.52
303.44
1593.08
303.44
1593.08
1149.39
183.90
965.49
183.90
965.49
1896.53
303.45
1593.08
303.45
1593.08
1896.51
303.44
1593.07
303.44
1593.07
689.64
110.34
579.30
110.34
579.30
Financial
Institution
IDBI
IFCI
1388.50
250.00
these ZCBs on
31/03/2014 out of the
proceeds of
Development Income
over and above Rs 100
crores is dependent on
the realisation of such
income.
1388.50
250.00
1388.50
250.00
16% of the term loan

shall be repaid in FY
2004-05 & 2005-06
respectively, 5.5% in
FY 2007-08
AND
Balance term loan shall
be repaid in 5 yrs fr
2008-09 to 2013-13
(12.5% on the Term
10% of Term Loan shall

be repaid in 2010-11,
175
LIC
Total
C.
D.
500.00
20923.21
2445.55
500.00
21477.66
2445.55
500.00
21477.66
Funded
Interest
Others
IL&FS
435.37
435.37
435.37
Financial
Institution
IDBI
IFCI
LIC
Total
200.69
35.50
72.43
743.99
200.69
35.50
72.43
743.99
200.69
36.28
72.43
744.77
20% in 2011-12,
25% in 2012-13, and
45% in 2013-14
Repaid in 2006-07.
0.00
0.00
Lease
Finance
Ford Credit
Kotak
Mahindra
Limited
Grand Total
7.75
37866.33
7.75
5014.80
35851.53
5.28
5014.80
Till July2006
36787.64
VII. Network Improvement Measures

The Board of Directors of the Company commissioned M/s Wilbur Smith Associates (WSA) in mid
2001, to undertake a comprehensive study of the traffic in the catchement zone of the Delhi Noida
Bridge Project with a view to ascertaining both the reasons for the short fall between the projected
traffic and the actual traffic and to suggest network improvements which would augment the traffic
on the Delhi Noida Toll Bridge. M/s WSA proposed the following New Links to increase traffic on
the Delhi Noida Toll Bridge:
i)
ii)
Mayur Vihar Link: A short 1.2 km link that will connect Mayur Vihar with Delhi Noida
Toll Bridge and significantly reduce travel time and distance between Mayur Vihar and
South Delhi via Delhi Noida Toll Bridge.
South Link: A short 0.5 Km link that will connect Delhi Noida Toll Bridge with the
proposed Kalindi Bypass project. This link together with the Kalindi Bypass will further
reduce the distance and travel time between Mayur Vihar/ Noida and Nehru
Place/Okhla/ other places in South-South-West Delhi via Delhi Noida Toll Bridge and
hence enhance the traffic on the Delhi Noida Toll Bridge.
VII. Progress on Network Improvement Measures

Mayur Vihar Link
Company has applied for lease of land through its letter dated September 29, 2003 to Government of
Uttar Pradesh for connecting Mayur Vihar link with Delhi Noida Toll Bridge. However, it is still to
receive approval for lease of aforementioned land to the Company.
South Link
The proposed Kalindi Bypass project is in the process of getting implemented by Delhi Government.
As a result, Company has not yet started the work on South Link.
176
Development Rights
Company has received in principle approval No.Noida/ACEO(S)/NTB/2001/26 dated May 6, 2001
from New Okhla Industrial Development Authority for development of additional projects to secure
economic viability of toll bridge. Pending final approval, Company is yet to enter into Development
Rights agreement.
177
STATUTORY AND OTHER INFORMATION

PREVIOUS PUBLIC/RIGHTS ISSUES BY THE COMPANY
The Company had made a public issue of Secured Redeemable Deep Discount bonds (DDBs) for an
issue price aggregating Rs. 50 crores and Secured Fully Convertible Debentures (FCDs) aggregating
Rs. 20.78 crores in October 1999.
Type of Issue
Amount of Issue
Year of Issue
Closing Date
Date of Despatch of Letters of
Allotment
Date of Despatch of refund orders
Date of Listing on the Uttar Pradesh
Stock Exchange, BSE & NSE
Commission/Brokerage on the Issue
Public Issue of DDBs

Public Issue of FCDs
Rs. 50 crores
Rs. 20.78 crores
1999
1999
27.10.1999
27.10.1999
20th November 1999
20th November 1999
Uttar Pradesh Stock Exchange: 26th November
1999
BSE & NSE: 29th November 1999
Rs. 63,32,232.46
PROMISES V/S PERFORMANCE

The Company had made a simultaneous but unlinked public issue of Secured Redeemable Deep
Discount Bonds (DDBs) and Fully Convertible Debentures during the year 1999. The projections
made in the Prospectus and the actual performance are given hereunder:
(Rs. In Crores)
Particulars
Total Revenue (
Total O&M Cost
Gross Profit
Depreciation
Misc Expenses Not w/off
Interest Paid
PBT
Income Tax
PAT
31.03.2002
31.3.2003
31.3.2004
Projections Actuals Projections Actuals Projections Actuals
50.75
11.8
69.86
18.73
82.51
25.86
8.56
6.48
11.05
8.23
12.44
8.24
42.19
58.81
10.50
17.62
5.32
70.07
2.03
2.25
6.33
0.16
6.83
2.50
1.51
1.51
1.51
42.82
49.02
35.79
37.05
42.59
46.36
-2.66
7.54
-33.14
-45.61
21.21
-21.11
0
0
0
0
0
0
-2.66
7.54
-33.14
-21.11
-45.61
21.21
Management Comments:
1.
The projected Profitability for the first year of operation was for a period of 10 months w.e.f.
May 29, 2001. The Actuals are for the full year of 12 months of operation.
2.
The shortfall in revenues has resulted due to actual traffic being lower than was projected.
3.
Depreciation was assumed under Sinking Fund Method, while making the projections.
However, the Company has adopted Straight Line Method of depreciation.
4.
The Company has obtained an approval from Department of Company Affairs for not
charging depreciation for a period of 3 years w.e.f. 2003-04 on the Bridge. No depreciation
has therefore been provided on the Bridge.
Details of Companies under same Management u/s 370 (1)(B)

There are two listed companies under the same management within the meaning of Section 370(1B) of
the Companies Act, 1956, which have come out with a Public or a Rights Issue viz IL&FS Investment
Managers Limited and IL&FS Investsmart Limited.
178
NATURE AND INTEREST OF PROMOTERS / DIRECTORS

No director of the Company is interested in the appointment of the Lead Manager and Registrars. No
director of the Company is interested in any property acquired by the Company within two years of
the date of Draft LoF or proposed to be acquired by it.
The directors of the Company are interested to the extent of dividend which is distributed on the
shares held by them and/or by their friends and relatives at the end of the financial year after
necessary appropriation. The directors are interested to the extent of fees, if any, payable for attending
meetings of the Company and reimbursement of travelling and other incidental expenses, if any, for
such attendance.
HUMAN RESOURCES
The day to day affairs of the Company are being looked after by the President & Chief Executive
Officer (CEO) under the direction, control and supervision of the Board of Directors. The Company
has a lean organisation with total staff strength of 14. Qualified personnel reporting to the President &
CEO, head the key functions such as Finance, Secretarial, Marketing and Operations.
CHANGES IN AUDITORS IN THE LAST THREE YEARS
The following are the changes in Auditors in the last three years:
Financial Year
2003-04 & 2004-05
2002-03
Auditor
M/s Luthra & Luthra, Chartered
Accountants
M/s SB Billimoria & Co., Chartered
Accountants
Appointment/Resignation
Appointed
Resigned
.
CHANGES IN THE REGISTERED OFFICE ADDRESS OF THE COMPANY
The following are the changes in the Registered Office Address of the Company:
Address before change
c/o Housing Development
Finance Corporation Limited
Philibhit House, 2nd Floor, 6,
Shahnajaf Road,
Lucknow 226 001
Sector 15A, Near Apeejay
School, Noida 201 301
Opposite Sector 15A, Noida 201
301, Uttar Pradesh
205, Ocean Plaza, Sector 18,
Noida 201 301, Uttar Pradesh
Address after change

Sector 15A, Near Apeejay
School, Noida 201 301
Date of Change
June 25, 1999

301, Uttar Pradesh
205, Ocean Plaza, Sector 18,
Noida 201 301, Uttar Pradesh
April 30, 2001

301, Uttar Pradesh
April 1, 2004
May 27, 2003
PREVIOUS ISSUES OF PROMOTERS

Promoters have not made any public issue till date.
INVESTOR GRIEVANCES AND REDRESSAL SYSTEM
All the complaints received from the investors are being attended by the Company through their
Registrars, Karvy Computertshare Private Limited. The Company ordinarily attempts to dispose the
179
complaints within a week of receipt of complaints. As on September 30, 2005 there were no pending
complaints with the Registrar. A sub-committee of the Board also reviews the redressal of investor
grievance periodically.
Investors may contact the Compliance Officer in case of any pre-issue/post-issue-related problems
such as non-receipt of letters of allotment/share certificates/refund orders/cancelled Stockinvests,
etc. The Company has appointed Ms. Monisha Macedo as the Compliance Officer.
Complaint letters should be either type written or legibly hand written quoting Folio number
application number, number of shares applied for, name and address of the first applicant, name and
address of the Bank, Branch where application was submitted with date thereof, and the date of
receipt by the Registrars to the Issue in case application was sent by Post. Envelopes containing the
complaints should be addressed to:
Ms. Monisha Macedo
Company Secretary & Compliance Officer
The Noida Toll Bridge Company Ltd.
Registered Office: Toll Plaza, DND Flyway,
Noida 201 301, Uttar Pradesh.
Tel.: 0120 2516438 / 2516447; Fax No: 0120- 2516440
180
DETAILS OF OUTSTANDING LITIGATIONS AND DEFAULTS

Save as stated hereunder, there are no material outstanding/pending litigations, suits, criminal/civil
prosecutions, proceedings initiated for offences (including past cases, economic offences etc)
irrespective of whether specified in paragraph (1) of part 1 of Schedule XIII of the Act and litigations
for tax liabilities against the Company, its Directors, its subsidiary, the Promoter and Promoter group
companies and there are no defaults/non payment/over dues of statutory dues, institutional/bank
dues and dues towards holders of debentures, bonds and fixed deposits and arrears of preference
shares etc, other than unclaimed liabilities of the Company, the Promoter, the Directors and other
Promoter group companies.
Material Litigations involving the Company
I) SHOW CAUSE NOTICE FROM THE STAMP AUTHORITIES
NTBCL was served with a Show Cause Notice dated 05.03.2003 under Section 47-A/33 of the Indian
Stamp Act, 1899, seeking to compute Stamp Duty on the Operation & Maintenance Agreement dated
21st December 1998 between Intertoll and NTBCL, construing the same as a lease. The quantum of
Stamp Duty sought to be computed is Rs.32 crores. NTBCL has entered appearance before the
Assistant Stamp Collector, Gautam Budh Nagar, Uttar Pradesh and submitted the relevant
documents and provided the requite clarifications specifically clarifying the nature of the transaction
and the inapplicability of stamp duty. The issue is being examined by the Assistant Stamp Collector
and the matter has been kept in abeyance.
II) CRIMINAL PROCEEDINGS
Sl.
No.
1.
Appeal
No./
Case
No. &
Dated
CMP
571 of
1999
(1999)
Complainant/
Applicant
/
Plaintiff
Respondent /
Defendant
NTBCL
NCR
Land
Developers
and Others.
Name
&
Address of
Court
/
Arbitration
Panel
Metropolitan
Magistrate,
Patiala
House Court,
New Delhi
Amount
under
consideration
(in Rs.)
Nature of case
NA
NTBCL has filed a criminal

defamation case against the
defendant. The matter was
dismissed on 04.06.2003 and
the revision against the said
order allowed vide orderdated 17.02.2004..The next
date is July 25, 2006.
III) CIVIL PROCEEDINGS
Sl.
No.
Appeal
No./
Case
No. &
Dated
Complainant/
Applicant
/
Plaintiff
Respondent /
Defendant
Name
&
Address of
Court
/
Arbitration
Panel
Amount
under
considerati
on (in Rs.)
Nature of case
1.
CMP
7261 in
CWP
882/
2001
(2001)
Razia Sultana
and Ors.
NTBCL and
Ors.
High Court
of Delhi
NA
A writ petition has been filed

seeking to declare the land
acquisition
proceedings
with
respect to certain properties null
and void.
NTBCL has been impleaded as
181
Respondent No.5. The matter no.

882/01 was last listed on
December 16, 2004 before the
division bench comprising of
Justice Devinder Gupta and Justice
A.K.Sikri. The Hon'ble Judges
posted the matter for hearing under
regular matters after issuance of
rule nisi.
2.
Suit
No.
1352/
2003
(2003)
NTBCL
Klassic
Mod
Ad
High Court
of Delhi
NA
NTBCL filed a suit of injunction

against
the
defendants
for
encroaching onto its lands and
installing unipoles. The Hon'ble
Court granted an ad interim exparte injunction on 10.07.2003.
Matter is listed for further
proceedings on 8th November
2005.
3.
Suit
No.
1536/
2003
(2003)
NTBCL
Klassic
Mod
Ad
High Court
of Delhi
NA
NTBCL filed a suit of injunction

against
the
defendants
for
encroaching onto its lands and
installing unipoles. The Hon'ble
Court granted an ad interim
injunction on 08.08.2003. Matter is
now listed for further proceedings
on 8th November 2005.
4.
FAO
(OS)
132 of
2004
(2004)
NTBCL
Klassic
Mod
Ad
High Court
of Delhi
NA
NTBCL has preferred an appeal

before the Division Bench against
the order dated 20.07.2004 in Suit
No. 1352 wherein the issue of
territorial jurisdiction was decided
against NTBCL. Division Bench
vide its order dated 27.07.2004 has
stayed the operation of the order
dated 20.07.2004. The Appeal is
listed for disposal on 8th
November 2005.
5.
FAO
(OS)
133 of
2004
(2004)
NTBCL
Klassic
Mod
Ad
High Court
of Delhi
NA
NTBCL has preferred an appeal

before the Division Bench against
order dated 20.07.2004 in Suit No.
1536 wherein the issue of
territorial jurisdiction was decided
against NTBCL. Division Bench
vide its order dated 27.07.2004 has
stayed the operation of the order
dated 20.07.2004. The Appeal is
listed for disposal on November
08, 2005.
Suit
No. 324
of 2004
(2004)
Klassic
Mod
High Court
of Delhi
NA
The petitioner has filed a suit

seeking to restrain NTBCL from
issuing
Notices
to
the
advertisers. No stay has been
granted in the matter. The
matter is now listed for further
Ad
NTBCL
182
proceedings on 8th November

2005.
7
(2005)
NTBCL
DDB
Investors
High Court
of Judicature
at Allahabad
NA
Company Petition No. 35 of

2004 in Company Application
No.9 of 2004 filed before High
Court
of
Judicature
at
Allahabad by the Company
under Section 391 of the
Companies
Act
for
confirmation of a Scheme of
Arrangement with Secured
Creditors. A few DDB Holders
have filed their objections
against the said Scheme in the
Allahabad High Court against
implementation of the debt
restructuring plans under the
Scheme.. The objections are to
be heard by the Hon'ble high
Court before approving the
scheme. The objections were
partly heard in May, 2005 and
the next hearing has been fixed
for October 24-25, 2005.
IV) OTHER DISPUTES/CLAIMS
Arbitration:
1.
The Company had entered into an EPC contract with MMC on January 19, 1998 for
construction of the Delhi Noida Bridge project at an estimated contract value of Rs 2120
million The notice to commence was issued in December 30, 1998. The project was
commissioned on February 7, 2004, i.e. nearly 4 months ahead. As per the contract, MMC
were paid an early completion bonus of Rs 69 million The total landed cost of the project is Rs
408 crores
Prior to the completion of work, MMC raised certain disputes which were referred to the
Disputes Review Board, (DRB) a dispute resolution body provided in the contract. The
recommendations of the DRB were subsequently challenged before the arbitral panel by both
NTBCL and MMC. To date M/s MMC have filed claims aggregating Rs 1581 lakhs against
NTBCL, while the Company has so far filed claims aggregating Rs 607 lakhs.
The first arbitral tribunal commenced proceedings in January 2002. Another arbitral tribunal
was set up in 2004 to adjudicate on a subsequent dispute. To date substantive arguments
have not been heard. At this juncture, it is difficult to indicate a definitive time frame for
conclusion of the arbitral process. Matter is now listed on 28.10.2005 for recording of the
evidence.
Arbitration before Tribunal comprising of Mr. Justice S. C. Aggarwal, Mr. Justice K.N. Singh & Mr.
Justice J. K. Mehra Claims raised by Mitsui Marubeni Corporation with respect to delay in
issuance of Defect Liability Certificate by NTBCL. Matter has been adjourned sine die.
183
V) DETAILS OF PENDING INCOME TAX CASES
The Company has filed an appeal before the Commissioner (appeal) of Income Tax against the
Assessment Order passed by the Deputy Commissioner of Income Tax for the assessment year 200203.
Contingent Liabilities and Miscellaneous Expenditure not written off
(Rs. in lacs)
c
d
As at
31.03.2001
As at
31.03.2002
As at
31.03.20
03
As at
31.03.20
04
As at
31.03.20
05
As at
30.9.200
5
Estimated
amount of
contracts
remaining to
be executed
on capital
account and
not provided
for
24,543.00
22,390.60
92.90
68.90
171.10
Advances paid
against the
above
Net liability
Income Tax
matters in
dispute
Bank Guarantee
22,790.10
22,312.00
57.90
1752.90
-
78.60
485.00
35.00
-
68.90
-
166.30
-
332.00
80.00
2189.90
2708.80
2512.60
2512.60
2512.60
2512.60
Claims not
acknowledge
d as debt by
the Company
Claims made by
the
contractor
not
acknowledge
d as debt *
4.80
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.
*
The Company and the contractor have taken necessary steps to refer the matter to arbitration in
accordance with the contractual arrangements.
VI) DEFAULTS
The Company has not defaulted in the payment of interest and repayment of principal to other Banks,
Financial Institutions, deposit holders etc. The Company has not defaulted in meeting statutory dues,
institutional dues and dues towards instrument holders like debentures, fixed deposits, and other
184
arrears. Repayment schedules have been changed as per the Company's approved CDR package,
approved by the CDR Cell.
Other than above there are no disputes/litigation towards tax liabilities or any criminal or civil
prosecutions against Company for any offence, economic or otherwise.
AGAINST THE DIRECTORS
A complaint was filed by the Registrar of Companies, Delhi against HB Holdings Limited, Delhi
where our Chairman, Mr. Gopi Arora was a Director for a few months in 1994-95 regarding
disclosures made in the prospectus for a public issue. Currently, the proceedings have been stayed by
the High Court.
Except as stated above, there are no outstanding litigation/ proceedings, disputes or penalties against
the Directors, including tax liabilities, economic offences or civil prosecution for any offence,
irrespective of whether specified under any enactment in Para (i) of Part I of Schedule XIII, of the
Companies Act, 1956 or any other liability in their personal capacity. Further, there is no litigation
against the Directors involving violation of statutory regulations or criminal offences. No proceedings
have been initiated against the Directors for any economic offence. No investigation has been taken
up by the Securities and Exchange Board of India/ Stock Exchanges against any of the Directors.
MATERIAL LITIGATIONS INVOLVING THE SUBSIDIARY
There are no outstanding litigations involving the subsidiary of the Company.
MATERIAL LITIGATIONS INVOLVING THE PROMOTER
i) SEBI Show Cause Notices
SEBI has issued 2 show cause notices to the Promoter.
a.
SEBI, upon an inspection, has issued a show cause notice no. MIRSD/DPS/-2/8138/2004 dated
May 6, 2004, for alleged violation of certain requirements stipulated by the SEBI (Depositories
and Participants) Regulation, 1996, including opening beneficiary accounts without obtaining
proof of, or verifying the, identity, or address, and thereby violating the provisions of SEBI
Circular No. SMDRP/Policy/Cir-36/2000 dated August 04, 2000, opening of accounts without
proper documentation, delay in closure of beneficiary accounts, non-mention of ISIN, incorrect
ISIN, mention of extra account holders and absence of beneficiary on the dematerialized request
form. The notice also alleges that certain investor complaints were not recorded, the complaints
register was not maintained and correspondence regarding complaints was not maintained for
the period prior to June 2000. This was also in violation of Regulation 20 (2)(e) of the SEBI
(Depositories and Participants) Regulation, 1996, which mandates grievance redressal, for which
proper inwarding system, proper records are essential. The matter is yet to be heard by SEBI.
b. SEBI, upon an inspection, has issued a show cause notice no. A&E/GBR/227652004 dated
October 6, 2004, alleging that agreements with the beneficial owners were not entered into, that
beneficiary owner accounts were opened without following the procedure mandated by circular
no. SMDRP/POLICY/CIT-36/2000 issued by SEBI and that there was co-mingling and mixing of
the securities of the beneficial owners thereby violating regulation 42(1) of the SEBI (Depositories
and Participants) Regulation, 1996. . The matter has been heard and a penalty of Rs. 25,000/ was
levied on IL&FS and the penalty amount has been paid to SEBI.
Penalty imposed by SEBI
185
Securities and Exchange Board of India (SEBI) has imposed a penalty of Rs. 1,00,000/ on IL&FS as a Clearing
Member of NSE for violation of NSE norms regarding Client Level Limit. This has been paid to SEBI.
ii)
Sl.
No.
Civil Proceedings
Complai
nant/
Applican
t/
Plaintiff
Respondent /
Defendant
1. 140/
2003
(2003)
Hemantku
mar
A.
Patel
Satyam
Computer
Services
Limited,
IL&FS
and
Pankaj
Thakkar
2. 142/
2003
(2003)
Legal
represent
ative of
Vinaykan
t
Satyam
Computer
Services
Limited and
IL&FS.
3. 3883/9
6 (1996)
Annamal
ai
Finance
Ltd.
1. IFCI
2. MCS Ltd
3. Datamatics
Financial
Services Ltd.
4. V
Sailappan
5. IL&FS
6. Reliance
Share and
Stok Brokers
Ltd.
7. Vinoo Joy
8. Kailash
Gupta
9. HSBC
10.Chase
Manhattan
Trustees Ltd.
Appeal
No./
Case
No. &
Dated
Amount
under
consider
ation (in
Rs.)
Nature of case
NA
The plaintiff has sought an injunction

against the transfer of 100 shares in Satyam
Computers to IL&FS. The plaintiff claims
that the shares purchased by IL&FS are
shares which he had lost and therefore
cannot be transferred. It is alleged that the
said shares were replaced by the broker.
No specific relief has been claimed against
IL&FS. The court has rejected the plea for
interim injunction against IL&FS.
Civil
Judge,
Nadiad,
Gujarat
NA
The plaintiff has sought an injunction

against the transfer of 300 shares in Satyam
Computers to IL&FS. The plaintiff claims
that the shares purchased by IL&FS are
shares which he had lost and therefore
cannot be transferred. It is further alleged
that the said shares were replaced by the
broker. No specific relief has been claimed
against IL&FS.
Principal
District
Judge,
Coimbat
ore,
Tamil
Nadu.
NA
IL&FS purchased 10,000 shares of IFCI

through broker in Delhi, in normal course
of business. The plaintiff claims ownership
over 1000 shares of the said 10,000 shares.
The shares have been converted into
dematerialised form and have been added
to the pool of shares of IFCI that IL&FS
owns. The plaintiff has sought an
injunction. The Court decreed by granting
a mandatory injunction against IFCI and
MCS restraining them from transferring the
shares in the name of IL&FS and others.
Name &
Address
of Court
/
Arbitrati
on Panel
Civil
Judge,
Nadiad,
Gujarat
186
4. 1111/2
003
(2003)
Santosh
Samuel
Satyam
Computer
Services
Limited and
IL&FS
(DP
services)
Karnatak
a
State
Consume
r
Disputes
Redressal
Commiss
ion,
Bangalor
e
Rs.
14,25,130
Mr. Samuel, the appellant, is a registered

holder of 280 equity shares of Satyam
Computer Services Ltd. The said shares
were given for dematerialisation to IL&FS
DP services, but could not be
dematerialised due to a signature mismatch
and the same were returned to the
appellant. Thereafter, on due completion of
all the procedural requirements the shares
were dematerialised. The appellant claims
for a sum of Rs. 14,25,130/
as
compensation for loss in profits due to the
delay. The District forum dismissed the
complaint. Appellate Forum accepted the
contention of the Complainant and referred
the matter back to Consumer Forum.
Matter is posted to October 28, 2005 for
our reply.
5. 2135/2
001
Sandeep
Raheja
Chandhu
Raheja and
others
Mumbai
High
Court
NA
In the dispute between the Raheja factions,

the Plaintiff impleaded IL&FS and
challenged the mortgage crated by one Raj
Trust over its immovable properties for
securing the loan granted by IL&FS to
Asiatic Properties claiming that the
mortgage created by the Trustee of Raj
Trust was without proper authorisation and
sought to stay enforcement of the mortgage
by IL&FS.
Oman
Bank
IL&FS
and
Iridium India
Telecom
Bombay
High
Court
Rs.
10,91,93,6
71/
Oman International Bank has granted a

Short Term Loan of Rs.10 crores. IL&FS
has issued a Letter of Support in favour of
Oman Bank in relation to the Short Term
Loan. Oman Bank filed a case for recovery
of the outstanding amounts Iridium India
Telecom and from IL&FS on the basis of
the Letter of Spport before the DRT. DRT
dismissed the plea of Oman Bank against
IL&FS. Appeal by Oman Bank before
DRAT was also dismissed. Oman Bank has
now filed this suit in the Bombay High
Court against the order of DRAT. The
matter is posted for December 23, 2005
IL&FS
was
implea
ded as
party
defend
ant in
Septem
ber
2003,
6. 3618/2
004
Decem
ber
21,2004
187
7. Spl Suit
No.118
/2005
Hardy
Oil
&
Gas Ltd
Filed
on
March
2005
Unocal
International
Corporation
Unocal
Bharat
Limited
Burren
Energy India
Ltd
HDFC Ltd
IL&FS
HOECL
Court of
Civil
Judge at
Vadodar
a
Hardy Oil & Gas Ltd (Hardy) a

shareholders in Hindustan Oil Exploration
Company Ltd (HOECL) has sought to
restrain HOECL from giving effect to the
Shareholders Agreement dated October 14,
1998 entered into between the original
shareholders of HOECL and also from
giving effect to the Agreement dated
February 14, 2005 entered into between
Unocal Bharat Ltd on one hand as buyer
and HDFC and IL&FS on the other hand
as sellers of the shares held by them in
HOECL. The interim application moved by
the Petitioners was dismissed by the Court.
Contingent Liabilities not provided for (as on March 31, 2005):
(Rs. Million)
a)
In respect of bank guarantees issued on behalf of the Company Includes guarantee

3,883.87
Rs.3,600 million for which Company has received cash, cash equivalents, securities and
bank guarantees from the counter parties-as certified by the Management and relied upon
by the Auditors.
b)
Guarantees issued on behalf of third parties
c)
The Company has granted a put option exercisable on Decemeber 23, 2010 to the
holders of Pass Through Certificatres (PTCs) issued by IL&FS Investment
Trust I (IIT-I) towards securitization of future income receivable for an amount
upto Rs.444.50 mn. Future loss, if any arising out of the exercise of such put option
would be dependent on the terms on which the underlying asset is re-deployed
at that juncture, which is currently not ascertainable by the Management.
d)
In respect of sale of certain Debt Securities and Pass Through Certificates aggregating
to Rs.250 mn and Rs.500 mn, respectively, the Company has guaranteed the return
to the purchasers over the maturity of these securities, in the event of default by original issuer.
As at March 31, 2005 no such default has occurred.
1,967.52
Material Litigations involving the Promoter Group Companies
IL&FS EDUCATION & TECHNOLOGY SERVICES (IETS)

Contingent liabilities not provided for as on 31-03-2005:
estimated amount of contracts remaining to be executed on capital account and not provided for (net
of advances) Rs. 9,67,500/claims against the company by a content provider not acknowledged as debts in respect of a project.
Rs. 1, 16,60,000/-
Litigation by IETS
i) Civil Proceedings
188
Sl.
No.
Appeal
No./
Case
No.
Complai
nant/
Applican
t/
Plaintiff
Responde
nt /
Defendant
Name &
Address of
Court /
Arbitratio
n Panel
Amount
under
considerati
on (in Rs.)
Nature of case
1.
O.S.
No.
181 of
2003
(dated
Septem
ber 1,
2003)
IETS
Sri
Ramakrishn
a
Vidyapeeth
and Swami
Srikanthana
ndji
City Civil
Judge, Sr.
Division,
Kolar
District,
Kolar
Rs. 84,000
(plus
interest)
A suit has been filed by IETS

for recovery of outstanding
dues. The matter is currently
pending.
2.
O.S.
No.
152 of
2003
(dated
Septem
ber,
2001)
IETS
K.M.
Siddhique
High Court
of
Judicature
at
Ernakulam
Rs. 2,93,250
(plus
interest)
A suit for recovery of security

deposit paid to the landlord
of certain office premises
taken at Kochi. The suit has
been decreed in favour of
IETS. Execution petition for
obtaining
order
for
enforcement of decree has
been filed.
3.
Compa
ny
Petitio
n No.
433 of
2003
(dated
June,
2001)
IETS
Tulsient
Technologi
es
High Court
of
Judicature
at Bombay
Rs.
30,00,000
4.
O.S.
No.253
4
of
2005
(dated
Septem
ber,
2005)
IETS
Mr. Spento
Cooper
High Court
of
Judicature at
Bombay
Rs.1,66,409
/(plus
Interest)
A winding up petition was

filed as the amount due to
IETS was not paid for more
than 6 months. On February
10, 2005 IETS and Tulsient
signed consent terms to refer
the dispute to arbitration.
IETS has withdrawn the
recovery suit. In place of
Justice V.P. Tipnis (Retd.),
Justice Dhanuka has been
appointed
as
arbitrator.
Hearings
are
being
conducted.
Recovery Suit instituted under

the Indian Contract Act, 1882
for recovery of outstanding dues
IPFONLINE LIMITED (IPFO)
189
The below mentioned legal action is initiated by IPFO.

S NO
Particulars/
Details with
status thereof
Counter
party
Amount
(Rs)
Remarks
Copy right
violation of IPFO
publications
Page
Industrial
Products
Finder,
Mumbai
Rs.5,00,00
0/claimed as
damages
IPFO has been granted injunction by the

Court against the counter-party
The Internet ID
of the IPFO
Rakesh
Sood
R.5,00,000
/claimed as
damages
IPFO has won this case at the internet court

in Canada and has filed the written
arguments in Bangalore City Civil Court.
The judgment in this regard, is awaited.
Default in redemption of preference shares

IPFO was under loss upto the year 2003-04 and hence did not have the necessary profits and reserves
to redeem the preference shares by it. Redemption of the following preference shares by IPFO is in
arrears:
Serial No.
1
2
3
Due
Date
Redemption
7 September, 2002
7 September, 2003
7 September, 2004
Total
of
Shares
Instalments Due
(Rs.)
43.50
43.50
43.50
306000
306000
306000
Amount (Rs.)
13,311,000
13,311,000
13,311,000
39,933,000
TAMIL NADU ROAD DEVELOPMENT COMPANY LTD. (TNRDC)
The contingent liability of TNRDC includes an amount of Rs. 3,12,533/- being income tax paid, for
which no provision had been made in the books, in respect of Assessment Orders passed for the
Assessment Years 2000-01 and 2001-02, for which TNRDC has filed appeals with the appellate
authorities, as detailed below:
Income Tax Appeals Pending

Assessment Year
Date of Filing Appeal
Pending Before
2000-01
25.11.2004
Appellate Tribunal
2001-02
25.11.2004
APPELLATE TRIBUNAL
Land Acquisition Cases and Others

S No
Case
No.
Court in
which
pending
PARTIES
Relief claimed
Interim
orders, if any,
passed
1(a)
WP
No.6
043/
04
High
Court of
Judicatur
e at
V K Maheswaran
-- vs -R1 Secretary,
Highways
Certiorified Mandamus to
quash the G.O.Ms.No.37 dt 4-32002 and G.O.Ms.No.73 dt 4-42002 as far as they relate to
Stay of
dispossession
alone ordered
on 23-2-2005
190
Madras
R2 RDO
Chengalpattu
R3 CEO TNRDC
0.07.5 Hecratres in S.No.3/535B

of Uthandi village
WP
No.1
8772
/04
High
Court of
Judicatur
e at
Madras
V.K. Maheswaran
--vs -R1 Secretary,
Highways
R2 Collector,
Kancheepuram
R3 RDO
Chengalpattu
R4 Tahsildar,
Tambaram
R5 CEO TNRDC
Mandamus to refrain the

Respondents from taking
possession of the land in
S.No.3/535B of Uthandi village.
WP
No.2
5603
/04
High
Court of
Judicatur
e at
Madras
K. Subramanian
(Yogeswari
Transports)
Vs
R1 NHAI by its
General Manager,
Chennai-20
R2 TNRDC by its
Advisor (Operations)
Mandamus for directing

Respondent-1 to fix the Tollgate
fee of Rs.30/- for a single trip
for regular user like the
petitioner.
------------
WP
No.3
2899
/04
High
Court of
Judicatur
e at
Madras
K. Ramamoorthy
--vs -R1 Chief Engineer,
Highways (Road
Sector), Chennai
R2 Project Director,
TNRDC, Chennai-8
R3 Collector,
Kancheepuram
R4 R. Vijayalakshmi
Mandammus for directing the

1st Respondent to take steps
early to widen the ECR using
the land in S. No.3/1B and of
Uthandi village already
acquired in 1995.
----------
1(b)
Interim
injunction
against
dispossession
alone ordered
on 13-8-2004.
IL&FS INFRASTRUCTURE DEVELOPMENT CORPORATION LIMITED (IIDCL)

Contingent Liabilities
1.
Contingent Liabilities not provided for:
a)
Contingent Liability not provided in respect of:

Arrears of dividend on Cumulative Preference
Shares
Attributable Dividend Tax
Total
b)
As at 31.03.2005
Rupees
10,493,150
As at 31.03.2004
Rupees
5,493,150
1,471,664
717,886
11,964,814
6,211,036
7,350,000
7,260
Estimated amount of contracts remaining to be

executed on capital account not provided for
(against which advances paid amounted to
Rs.2,854,280- Previous Year: Rs.7,260)
191
IIDCL has rolled over the following loans.

Short-term loan of Rs. 90 lakhs from IL&FS due in August 2004 rolled over& repaid in March 2005.
Short-term loan of Rs. 50 lakhs from IL&FS due in August 2004 rolled over to Rs. 54 lakhs & repaid in
March 2005.
i) Labour Proceedings
An ex-employee has filed a case against the IIDCL in the Labour Court at Mumbai. The case is
pending.
IL&FS INVESTMART LIMITED (IL&FSIL)
Contingent Liabilities to the extent not provided for (as on March 31, 2005), are detailed as follows:1
Contracts remaining to be executed on capital account: Rs.12,618,244
IL&FSIL has entered into an agreement with IL&FS, the holding Company, for financing IL&FSILs
clients towards subscription for Initial Public Offering. Pursuant to the foregoing Agreement, IL&FSIL is
liable to bear the losses, if any in an agreed ratio, in the event of default towards recovery of the amount
so advanced by IL&FS for the clients. IL&FSILs share of the amount outstanding as on March 31, 2005,
pertaining to the foregoing works out to Rs.NIL.
3
Claim against IL&FSIL not acknowledged as debt in respect of Income Tax matter amounting
to Rs.44,032
Cases filed by IL&FSIL

Sl.
No
.
A
Court
Status
Chq.Amt /
Date of
Matter (in
Filing
Rs.)
Complain
t
Criminal Complaints for Cheque Bouncing under Negotiable Instruments Act, 1881
Party
Parag
Bipinchandra
Avlani - 10100771
Feb-01
32nd
Court,
shifted to
21st Court
Bandra
Affidavit for
Examination-inChief filed. Matter
for cross
examination in the
next hearing
36,429.12
58,280.00
Prasanta Kumar
Mohapatra
10100853
Feb-01
32nd
Court,
shifted to
21st Court
Bandra
Bailable warrants
returned as Accused
has changed his
residence.
Application for
Change of Address
to be done.
5,573.38
Rajesh Kapoor
10400049
Dec-00
32nd Court
Bandra
For Filing Affidavit

of Evidence by the
Complainant, Client
in touch for
94709.12
8,253.53
13,826.91
50,000.00
50,000.00
192
settlement
4
Harikumar R Pillai
10100184
May-01
Vincent Suresh
Babu
Aug-01
32nd Court
Bandra
Bailable Warrants of
Rs.5,000/- issued
against the Accused
32nd Court
Bandra
Fresh summons
served
Case being settled
and has agreed to
pay the outstanding
in installments by
Oct-2004 and the
case shall be
withdrawn
thereafter. Only 4
installments paid as
on March 18, 2005.
Defaulted after
installments.
25,000.00
25,000.00
1,00,000.00
50,000.00
1,50,000.00
B N Garg 20300152
Apr-02
9th Court
Bandra
Fresh summons to
be served on the
Accused
20,000.00
20,000.00
Sinhal Patel
Apr-02
9th Court
Bandra
Fresh summons to
be served on the
Accused
200,000.00
200,000.00
Uday Mahatme
Feb-03
9th Court
Bandra
Fresh summons to
be served on the
Accused
200,000.00
200,000.00
Kaushik Shah
Feb-04
9th Court
Bandra
Summons to be
served on the
Accused
10
Vijay Kumar
Mehta
Mar-04
Margoa
Court
Goa Bench
of
Mumbai
High
Court
For filing of Plea
25,000.00
25,000.00
11
Mr. Indur Lal
Mar-04
Margoa
Court
Goa Bench
of
Mumbai
High
Court
Original Documents
verified by
Magistrate
40,000.00
40,000.00
12.
Mr. Ajay Parmar
Oct-04
9th Court
Bandra
Summons served on
the Accused
9,000.00
9,000.00
25,000.00
25,000.00
193
Cases Filed against IL&FSIL

S
No
Counter
Party
Court
Date of
Filing the
case
Amount
Involved
Matter / Status
Shaffique
Dina
High Court of
Judicature at
Mumbai
July, 2001
Claimed
Rs.160,143.61/
-
IL&FSIL had obtained an

arbitration award against
Mr. Shaffique Dina for an
amount of Rs.1,29,170.52
plus interest at 15% per
annum from July 23, 2001.
The award was challenged
by Mr. Shaffique Dina, and
the High Court setting aside
the arbitration order, has
directed NSE to re-constitute
the Arbitration Tribunal and
hear the matter.
Veena
Padmakar
Karnataka
State
Consumer
Dispute
Redressal
Commission
September,
2003
Claimed Rs.3
lacs
compensation
and another
Rs. 5 lacs
towards
mental agony
suffered
Complaint filed in
Consumer Court for
deficiency in services
against IDBI, in which
IL&FSIL was made a party.
The said complaint was
dismissed by Consumer
Court on March 9, 2004.
Mrs. Veena Padmakar has
appealed against the order
of the District Forum and
the matter is due for hearing
before the State Forum
Rahul
Dusad
Court of
Divisional
Consumer
Forum, Jaipur
September,
2005
-------------
Complaint Filed in
Consumer Court for delay in
payments by couple of days
and setting aside our letter
of termination of service.
The proceedings in the said
complaint are currently
pending.
Details of Proceedings / Penalties Instituted/ Imposed by Regulatory Authorities

There has been no penalty imposed by any regulatory authority in India or abroad except as follows:
Date of show
cause notice/
action
Name of
Regulator
Nature and Action
April 7, 2004
NSE
NSE observed that some of the traders in F&O segment by a

Kolkatta based client of IL&FSIL were purportedly synchronized
194
trades. IL&FSIL has replied to this notice vide letter dated April 23,
2004. further, IL&FSIL has suspended the relevant client code and
the concerned dealer has been shifted to Back Office operations. NSE
has debited Rs.50,000/- as fine
June 23, 2004
SEBI
As a part of an adjudication proceeding, pertaining to broking

activity, SEBI has imposed a monetary penalty of Rs.2,00,000/- on
IL&FSIL on November 18, 2004 which has been duly paid.
July 22, 2004
NSE
NSE F&O Inspection findings, pertaining to 2003-04, regarding

non-compliance pertaining to delay in payment of corporate
benefits, in accurate margin reporting, etc. which were of technical
nature and for which necessary corrective action had been taken by
IL&FSIL. IL&FSIL had replied to this notice vide letter dated August
18, 2004. Hearing on the inspection report was held on March 9,
2005. NSE has debited Rs.1,90,000/- as penalty. IL&FSIL has
represented vide its letter dated June 15, 2005 and contested the
penalty amount to Rs.1,15,000/- out of the penalty of Rs.1,90,000/imposed by NSE
November 24,
2004
SEBI
As a part of an enquiry proceeding, Notice of enquiry under

Regulation 6 of SEBI (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2003, has been issued by
SEBI to IL&FSIL. This enquiry pertains to secondary capital market
operations. The notice has been responded on January 11, 2005 and
hearing on the enquiry was held on February 14, 2005. response
from SEBI is awaited
May 2, 2005
BSE
BSE has issued a show cause notice bearing reference no.

SUR/INV/MB/MMTC/01/2005-06/SC dated May 2, 2005 warning
IL&FSIL that its client contributed to the rise in the price of a scrip
by entering into self-trades during the period February 15, 2005 to
March 9, 2005. The same was replied by IL&FSIL vide its letter
dated May 10, 2005 and BSE has advised IL&FSIL to exercise caution
and due diligence while dealing on behalf of its clients.
May 3, 2005
SEBI
As a part of investigation proceedings in the matter of trading in

certain securities, SEBI had issued summons to IL&FSIL to appear
before the investigating officer. Hearing before the investigating
officer was held and completed on May 10, 2005
June 22, 2005
SEBI
SEBI had issued summons to IL&FSIL requesting information with

respect to Option contracts executed in F&O segment during the
month of March 2004 to ascertain data pertaining to matching of
trades. The said information was provided vide our letter dated July
14, 2005
July 21, 2005
SEBI
As a part of investigation proceedings in the matter of trading in

certain securities, SEBI had issued summons to IL&FSIL to appear
before the investigating officer on August 4, 2005. The hearing took
place on August 18, 2005 wherein more information was requested.
The said information was provided vide our letter dated August 25,
2005
September 16,
2005
SEBI
SEBI had issued Inspection Report vide its letter dated September
16, 2005 pertaining to the operations of IL&FSIL for the calendar
195
year 2004 and has asked IL&FSIL to provide comment and

explanation on the findings. IL&FSIL is in the process of filing the
detailed reply.
GUJARAT TOLL ROAD INVESTMENT COMPANY LIMITED (GTRICL)
Details of Litigation:
S
No.
Petitioners
Case Matter
Status
Remarks
Special Leave
Application
No.13614 of
2003 Kalol
GIDC Industrial
Association V/S
State of Gujarat
& AMTRL.
The petitioner filed

an application to
make AMTRL as
Party to the public
interest Litigation.
The petitioner
Prays for
construction of
additional new
Culvert near
existing Culvert
No.28/1.
GTRICL had filed the reply

with the Gujarat High
Court. However, the
Petitioner had filed rejoinder on April 12, 2004.
The case has been shifted to
another court. The court,
which will be entitled to
execute the said case and
date of next hearing, is yet
to be fixed by the Registrar
of the court.
As GTRICL is not liable

for the drainage system at
Kalol GIDC, GTRICL had
requested to dismiss the
petition.
Notice by Jagrut
Nagrik
Consumer
Protection
Organisation,
Vadodara vide
dated May 2004.
The contention of
said
notice
are
hereunder:
GTRICL had replied to the

contentions of the notice on
May 22, 2004. Accordingly,
Jagrut Nagrik Consumer
Protection Organization
had filed a Consumer Case
with the Consumer
Protection Court at
Mehsana.
GTRICL replied:
(a) RTO has not framed
any ruled for the
maintenance of the
Road is constructed
and maintained
framed by Indian
Road Congress and
Ministry of Road
Transport and
Highways.
The Project road is

not maintained
as per RTO
rules
and
necessary
facilities
not
provided.
Defects points out
namely
no
cement parapet
on the left side
of both the
lanes,
no
demarcation
lines
are
provided, no
radium signals
are provided,
height of road
divider is very
low,
broken
road divider at
three places, no
fencing on over
bridges,
no
indicator
is
provided
for
The consumer protection

court at Mehsana had
appointed a Consumer
Commissioner for making
panchnama of the
impugned road.
Pursuant to the above, the
appointed
Commissioner had
conducted the panchnama
on August 21, in the
presence of two
Independent witnesses and
both the parties to the case.
GTRICL has filed
a
affidavit on October 29,
2004
The Court will notify the
date on which the hearing
The petitioner had

demanded another
culvert in its re-joinder.
(b) Company is
providing all
necessary facilities
namely ambulance,
towing truck etc.
round the clock.
(c) Construction of
project road has
been done within the
scope of work
specified in
concession
Agreement.
(d) No animals are
allowed to stray on
the roads and are
driven away by the
staff.
196
turning
of
road,
no
security
is
provided
for
illegal entry of
vehicle
and
animal access
to road.
will be scheduled.
(e) Security guards have
been provided at the
access point from
service road to toll
road.
ORIX AUTO AND BUSINESS SOLUTIONS LTD. (OABS)

1.
Undisbursed amounts in respect of financial commitments for Lease and Hire Purchase
Rs.285,448,933 (Previous Year: Rs.256,449,920) and capital commitments (net of advances)
Rs.12,251,000 (Previous Year: NIL)
2.
Arrears of Preference dividend toward Cumulative Convertible Preference Shares

Rs.24,630,137 (Previous Year: 24,630,137)
3. Claims against OABS not acknowledged as debts:

a. Rs.1,79,110 being excess interest charged by banks (Previous Year: Rs.990,992)
b. Income tax claim disputed by OABS Rs.26,107 (Previous Year: Rs.26,107)
4. Others:
a) Counter guarantees of Rs.4,38,000 (Previous Year: Rs.5,34,750) given by OABS to banks,
who have furnished guarantees.
b)
Pursuant to the Franchisee Agreement with Ovira Logistics Pvt. Ltd., OABS has
transferred proportionate share of deposits for using part of some of the premises taken
on lease by OABS aggregating to Rs.2,904,000. OABS has given an undertaking that the
security deposit shall be refunded to Ovira Logistics Pvt. Ltd irrespective of whether or
not security deposits are refunded to OABS by the landlords. The deposit outstanding as
on 31st March 2005 is NIL. (Previous Year: Rs.2,904,000)
c) OABS has been made party to a suit filed in the Labour Court by a group of drivers
belonging to OVIRA Logistics Private Limited (OVIRA). The suit filed by the drivers
seeks to restrain OVIRA from terminating their services; there is no monetary claim on
OVIRA or OABS. The drivers are the employees of OVIRA, and OABS has been advised
that it has no locus standi on the matter. A suitable reply has been filed with the Court.
During the year all the cases against OABS have been withdrawn.
i) Criminal Proceedings
Sl.
No.
Dated
Respondent
/ Defendant
Name &
Address of
Court /
Arbitration
Panel
Amount
under
considerati
on (in Rs.)
Nature of case
197
May-04
Tejinder
Sandhu
Smt. Shashi
Bala
Chauhan,
JMC,
Panachkula
(Haryana)
NA
OABS has provided finance by way of

Hire Purchase for Commercial
Equipment. In this case, OABS
repossessed the machine & sold it. The
party filed a criminal case against Mr. R.
Venkataraman & Mr. Deepak Jain. The
matter is currently pending and the
employees got the bail.
26-0404
Omvati/
Govind
Kaushik
Faridabad
NA

Hire Purchase for Truck. The Hirer has
filed a criminal complaint of robbery
under section 390 of Cr.P C against R.
Venkataraman, Mr Deepak Jain & others.
The Truck was repossessed by OABS due
to default made by the Hirer.
Septem
ber
2005
Satpal
Thakran
Shri Jalbir
Singh, JMC
Gurgaon
NA

Hire Purchase for Truck. Plea u/s 420,
467, 468, 471, 34 against Mr.
R.Venkatraman, Mr. Deepak Jain& Mr. J.
Thapiyal.
In addition to the above, OABS has filed 83 complaints against various persons before various courts in
relation to dishonoured cheques under Section 138 of the Negotiable Instruments Act, 1881.
ii) Labour Proceedings
OABS has also been made party to a suit filed by certain employees of OVIRA Logistics Private Limited
(OLPL), to whom OABS had transferred certain business. The employees are those of OLPL and the suit has
been filed for an injunction restraining OLPL from terminating their employment. No monetary claim has been
made against OABS. A reply has been filed in court by OABS.
iii) Civil Proceedings
Sl.
No.
Dated
Complain
ant /
Applicant
/ Plaintiff
Responden
t/
Defendant
Name &
Address of
Court /
Arbitration
Panel
Amount
under
consider
ation (in
Rs.)
NATURE OF CASE
Decemb
er 2004
OABS
Jagminder
Singh
Supreme
Court of
India, Delhi
NA
OABS provided finance by way of

hire purchase for a truck to the
respondent. On default OABS took
possession of the truck. The
respondent approached the Sonepat
court, which ruled in his favour. The
High Court of Punjab and Haryana
also, on appeal, agreed with the lower
court. OABS has filed a Special Leave
Petition in the Supreme Court of
India.
The Supreme court has stayed the
order of the High Court of Punjab
and Haryana
198
Septembe
r2002
OABS
Jagminder
Singh
Shri Rakesh
Singh,
C.J.
Sonepat
NA
Sonepat court made an Interim judgement

asking OABS to release of vehicle pending
hearing. OABS had moved to High Court but
High Court of Punjab & Haryana upheld the
decision of Sonepat court.
OABS has moved to the Supreme Court and
Supreme Court has stayed the order of High
Court and also directed customer to deposit
2.5 lakhs in the court for entertaining his
replies.
Decemb
er 2002
Rajesh
Kumar
OABS
Civil
Judge,
Delhi
NA

petitioner. On default OABS took
possession of the truck. The petitioner
has approached the Court pleading
for an injunction against the sale of
the vehicle. The matter is pending.
4.
July
2004
Prahlad
OABS
Civil
Judge,
Delhi
6,00,000

the
vehicle
and
claiming
compensation for the loss. The matter is
pending.
5.
June
2003
Omvati
Govind
Kaushik
OABS
Faridabad
NA

the vehicle. The matter is pending.
June
2003
Omvati
Govind
Kaushik
OABS
Faridabad
NA
The co. has provided finance by way of Hire

Purchase for Truck. Plea against company
and
Venkataraman
against
wrongful
repossession and sale of vehicle.
The lower court and sessions court at
Faridabad gave a judgement asking OABS to
return the vehicle (already sold). OABS
approached High Court Chandigarh and
obtained stay in the same case. Also OABS
has filed an application u/s 482 for quashing
of FIR against Mr. R. Venkataraman by High
Court
June
2003
Omvati
Govind
Kaushik
OABS
Faridabad
NA
The plaintiff has filed an application

for the grant of a No Objection
Certificate. The written statement has
been filed. The matter is currently
pending. OABS pleaded that as there is
Arbitration clause matter should be referred
to Arbitration The court made the order dt
21-Jan-05 to refer the matter to arbitration.
The court has directed the hirer and asked
him to approach the Arbitrator for sorting
199
the matter, which the Hirer has not done yet.
May, 2001
Raj Singh
OABS
Shri
A.D.
Gaur, JMIC,
Sonepat
NA
. OABS has provided finance by way of Hire

Purchase for Truck. Plea u/s 370, 120B,
against Mr. Munish Sharma for repossession
of Truck
June,
2005
Satpal
Thakran
OABS
Shri N.P.
Dewett, JMIC
Gurgaon
NA
. OABS has provided finance by way of Hire

Purchase for Truck. Plea u/s 504, 506, Arms
Act etc. against R. Venkataraman, Deepak
Jain, Jagdamba Thapiyal & others. The
customer has
approached Court for
complaint under various sections of criminal
offences. NBW were issued by the Court
against the mentioned employees. Revision
application filed at Sessions court in
Gurgaon, which has stayed the proceeding of
case and issued notice to complainant who is
the driver the customer.
10
October
2004
M/s R.K.
Transport
OABS
Additional
Sessions
Judge,
Delhi
N.A
OABS provided a loan to the plaintiff

for purchase if a truck. The plaintiff
seeks a permanent injunction, but the
truck has already been sold. The
matter has been disposed off in
favour of OABS.
11
Septemb
er 2004
M/s
Sterling
Automobil
es
OABS
Civil
Judge,
Delhi
1,10,000
The plaintiff, who is a Tata dealer, has

filed a recovery suit against OABS for
the recovery of the said amount. The
plaintiff alleges that OABS had made
a short payment to them. OABS has
filed a written statement. The matter
is currently pending and evidence of
the defendant is to be heard.
12
Novemb
er 2004
Nitya Nand
OABS
District
Consumer
Disputes
Redressal
Commission
, Gurgaon
NA
The complainant has filed an

application for the grant of a No
Objection Certificate. The written
statement has been filed. The matter
is currently pending
OABS had initiated arbitration proceedings against Simrandeep kaur before Mr. S.K. Jain (arbitrator),
New Delhi for recovery of an amount of Rs. 3,27,331. The award has been passed in favour of OABS
and the award is to be executed.
In another arbitration proceeding against Arvind Kumar before Mr. S.K. Jain (arbitrator), New Delhi
for recovery of an amount of Rs. 11,17,354. The award was passed on March 10, 2005. Mr. Arvind
Kumar has filed an objection under section 34 of the Arbitration and Conciliation Act, 1996. the final
arguments will be heard on 24/11/2005.
An arbitral award was passed against M/s Fair Deal Stone Co., by the arbitral tribunal under Mr. S.K.
Jain in a dispute involving recovery of loan of an amount of approx. Rs. 26,00,000/- . The award was
passed in August 2005 and execution can be filed after 30/11/05.
OABS has initiated arbitration proceedings for recovery of amount of Rs. 7,24,737 provided as loan,
200
against Mr. Dharamveer with Mr. S.K. Jain as Arbitrator, in New Delhi in November 2004.
COLLIERS INTERNATIONAL (INDIA) PROPERTY SERVICES PVT. LTD. (COLLIERS)
i) Labour Proceedings
Sl.
N
o.
Appeal
No./
Case
No.
Complaina
nt/
Applicant /
Plaintiff
Responden
t/
Defendant
Name &
Address
of Court /
Arbitratio
n Panel
Amount
under
considera
tion (in
Rs.)
NATURE OF CASE
1.
ULPNo
. 328 of
2000
(dated
July 1,
2001)
Thapal
Subbiyah
Colliers
Labour
Court,
Bandra,
Mumbai
2,20,500
The complainant was the driver of the

respondent.
The
complainants
services were terminated w.e.f March
7, 2000, as he was a surplus driver.
The complainant has filed a suit
against
termination
and
for
reinstatement and has also claimed
back wages for the said sum of Rs.
2,20,500 from the period of
termination
to
the
date
of
reinstatement. The matter is pending in
Court.
2.
ULPNo
.
663 of
2000
(dated
Februa
ry 27,
2002)
George
D'souza
Colliers
Labour
Court,
Bandra,
Mumbai
1,48,522
The complainant was the driver of

the respondent. The complainants
services were terminated w.e.f
April 26, 2001 on grounds on
indecent
behaviour.
The
complainant has filed a suit against
termination and for reinstatement
and has also claimed back wages
for the said sum of Rs. 148,522
from the period of termination to
the date of reinstatement. The
matter is pending in Court.
Except as stated above, there are no outstanding litigations, defaults, including disputed tax liabilities,
prosecution under any enactment in respect of Schedule XIII to the Companies Act, 1956 (1 of
1956).etc., pertaining to the Company, its Directors, its subsidiary, the Promoter and Promoter group
companies that are likely to affect operations and finances of the Company.
201
REGULATORY APPROVALS
The Company has received all the material consents, licences, permissions and approvals from the
Government and various Government agencies required for carrying on the Noida Toll Brdige project
and no further material approvals are required from any Government authority in relation to the
same. It must, however, be distinctly understood that in granting the above consents/ licences/
permissions/ approvals, the Government does not take any responsibility for the financial soundness
of the Company or for the correctness of any of the statements or any commitments made or opinions
expressed.
1. Central Public Works Department (CPWD) approval dated 30 June 1994: No objection certificate
granted concerning the technical aspects of the proposal of the Company to construct a bridge on the
river Yamuna to connect Delhi with NOIDA.
2. Delhi Development Authority (DDA) (Technical Committee) approval dated 18 January 1995:
Proposed location of the bridge connecting Ring Road with NOIDA recommended for processing and
incorporation of the location in MPD-2001 and River Bed scheme.
3. Ministry of Environment & Forest (MoEF) approval dated 23 May 1995: Environmental approval
granted to the construction of the Delhi Noida Toll Bridge.
4. Land & Building Department [Public Works Department], Government of Delhi approval dated
11 July 1994: Approval granted to the proposed alignment of the Delhi Noida Toll Bridge.
5. Ministry of Urban Affairs, Steering Committee approval dated 31 August 1995: Approval granted
to the Detailed Project Report (DPR) for construction of Delhi Noida Toll Bridge by the Company.
6. UP Government approval dated 11 November 1997: In principle approval of the UP government
granted to the Concession and Support Agreements.
7. Delhi Urban Art Commission (DUAC) approval dated 26 December 1997: Approval granted to
the proposal of the Company to construct a bridge on the river Yamuna to connect Delhi with
NOIDA, subject to certain conditions.
8. UP Government approval dated 14 August 1998: Gazette notification amending the UP Industrial
Area Development Act, 1976, allowing any person authorized by NOIDA to collect taxes or fees for
maintaining or continuing to provide any infrastructure or amenities under the UP Industrial Area
Development Act, 1976.
9. UP Government letter dated 18 September 1998: New Okhla Industrial Area Development Act
(Levy of Infrastructure Fee) Regulations as approved by the UP Government.
10. Central Board of Direct Taxes (CBDT), Ministry of Finance, Government of India approval
dated 28 January 1999: Approval granted for the purpose of Section 10 (23G) of the Income Tax Act,
1961, read with Rule 2E of the Income Tax Rules, 1962, for the assessment years 1998-99, 1999-2000
and 2000-2001.
dated 14 June 1999: Approval for the public issue of Fully Convertible Debentures (FCDs) and Deep
Discount Bonds (DDBs) granted under Section 88 (2) (xvi) of the Income Tax Act, 1961 read with Rule
20 of the Income Tax Rules, 1962.
12. Department of Company Affairs, Central Government approval dated 21 April 1999: Approval
granted to increase the number of Directors from 12 to 18 under Section 259 of the Companies Act,
1956.
202
dated 6 July 1999: Approval granted for the public issue of securities under Section 54EA (1) and
Section 54EB (1) of the Income Tax Act, 1961.
14. U.P. Shops & Establishments Act, 1962 approval dated 14 June 2005: Compliance certificate
bearing Registration No. 35/3625 granted to the Company having 14 employees, for operation and
management of the Noida Toll Bridge, under Rule 2 A (3) and Section 4 B (3) of the U.P. Shops &
Establishments Act, 1962 for period between April 2001 to March 2006.
15. Department of Company Affairs, Ministry of Finance, Government of India approval dated 14
December 2003: Approval granted for not charging depreciation on the Delhi NOIDA Link Bridge for
the financial years 2003-2004, 2004-2005 and 2005-2006 under Section 205 (2) (c) of the Companies Act,
1956.
16. Government of N.C.T. of Delhi approval dated 2 January 2003: Approval granted in principle for
proposal of the Company to construct flyover on the U.P. Link Road near Chilla Regulator by the
Honble Lt. Governor.
17. Delhi Development Authority (DDA) approval dated 3 November 2003: Approval granted to the
proposed alignment of the link road connecting NOIDA Toll Road and Delhi NOIDA Link Road near
Mayur Vihar, subject to clearance from the Yamuna committee/Central Water Commission.
18. Confirmation Agreement signed between Municipal Corporation of Delhi (MCD) and NOIDA
Toll Bridge Company Limited dated 9 January 2005: Agreement reached between MCD and the
Company that MCD would not declare the proposed Link Road connecting the existing Delhi NOIDA
Toll Road to the existing U.P. Link Road, a public street within the meaning of the Delhi Municipal
Corporation Act 1957 and would recognize the right of the Company to operate and maintain the
Link Road as a private street and charge users a user fee in respect thereof.
203
FIPB APPROVALS
1. FC.II 487 (98)/571 (98) dated 27 October 1998: M/s. Asian Infrastructure Mezzanine Capital Fund
(AIMCF) to participate to the extent of US $ 10 million as subordinate debt in the project for
constrution of Noida Toll Bridge by the Company, US $ 5 million of which would be mandatorily
convertible into common equity shares totaling 16.67% of the equity of the Company, prior to the
listing of the Companys shares on the stock exchanges.
2. FC.II 487 (98)/571 (98)-Amend dated 31 December 1998 - Amendment to Clause 4 of the Approval
Letter dated 27 October 1998: Foreign equity participation to the extent of 25% amounting to US $ 7.4
million to be subscribed as: (a) US $ 5 million by M/s. Asian Infrastructure Mezzanine Capital Fund,
Singapore, through fully convertible notes; (b) US $ 2.4 million by M/s. Intertoll, South Africa.
3. FC.II 469 (99)/556 (99) dated 6 October 1999: M/s. Intertoll Infrastructure Services India (Private)
Limited to subscribe to Rs. 750 lakh against the approved equity participation of 8.67% amounting to
Rs. 1062 lakh in the Company. The remaining foreign equity of Rs. 312 lakh to be directly subscribed
by Intertoll, South Africa.
4. FC.II 487 (98)/571 (98)-Amend dated 20 April 1999 - Amendment to Clause 4 of the Approval
Letter dated 31 December 1998: Foreign equity participation to the extent of 25% amounting to US $
7.4 million to be subscribed as: (a) US $ 5 million to be subscribed by M/s. Asian Infrastructure
Mezzanine Capital Fund, Singapore, through its wholly owned subsidiary M/s. PAII (Mauritius)
company Ltd., Mauritius; (b) US $ 2.4 million (Rs. 1062 lakh) by M/s. Intertoll, South Africa.
5. FC.II 487 (98)/571 (98)-Amend dated 4 February 2000 - Amendment to Clause 4 of the Approval
Letter dated 31 December 1998, 20 April 1999: Foreign equity participation to the extent of 25%
amounting to US $ 7.4 million to be subscribed as: (a) US $ 5 million to be subscribed by M/s. Asian
Infrastructure Mezzanine Capital Fund, Singapore, through its wholly owned subsidiary M/s. PAII
(Mauritius) company Ltd., Mauritius; (b) US $ 2.4 million (Rs. 1062 lakh) by M/s. Intertoll, South
Africa, as:
1. Rs. 148 lakh by M/s. Intertoll Management Services BV, Netherlands (fully owned holding
company of M/s. Intertoll, South Africa);
2. Rs. 914 lakh by M/s. Intertoll India Consultants Pvt. Ltd. (a wholly owned Indian subsidiary of
M/s. Intertoll, South Africa).
6. FC.II 487 (98)/571 (98)-Amend dated 7 July 2000 - Amendment to Clause 4 of the Approval Letter
dated 31 December 1998, 20 April 1999, 4 February 2000: Foreign equity participation to the extent of
25% amounting to US $ 5.35 million to be subscribed as: (a) US $ 5 million to be subscribed by M/s.
Asian Infrastructure Mezzanine Capital Fund, Singapore, through its wholly owned subsidiary M/s.
PruAsia Investors (India) Ltd., Mauritius; (b) US $ 0.35 million by M/s. Intertoll, South Africa,
through M/s. Intertoll Management Services BV, Netherlands (fully owned holding company of M/s.
Intertoll, South Africa).
7. FC.II 487 (98)/571 (98)-Amend dated 4 December 2001 - Amendment to Clause 4 of the Approval
Letter dated 31 December 1998, 20 April 1999, 4 February 2000, 7 July 2000 and 25 July 2000: Foreign
equity participation to the extent of 25% amounting to US $ 5.35 million to be subscribed as: (a) US $ 5
million to be subscribed by M/s. Asian Infrastructure Mezzanine Capital Fund, Singapore, through
its wholly owned subsidiary M/s. PAII (Mauritius) Company Ltd., Mauritius; (b) US $ 0.35 million by
M/s. Intertoll, South Africa, through M/s. Intertoll Management Services BV, Netherlands (fully
owned holding company of M/s. Intertoll, South Africa).
204
TERMS OF THE PRESENT ISSUE

The Company is offering on rights basis through this Draft Letter of Offer, 247,15,902 Equity Shares at
a premium of Rs. ____ per Share aggregating to Rs. _____ crores. The Equity Shares are being offered,
subject to, inter alia, the terms of this Draft Letter of Offer, Letter of Offer, the enclosed Composite
Application Form, the Memorandum and Articles of Association of the Company, the provisions of
the Listing Agreements with BSE and NSE, approvals from the RBI, if any, the provisions of the Act,
Depositories Act, 1996, guidelines, notifications, regulations issued by GoI, SEBI and/or other
statutory authorities and bodies from time to time for issue of capital and listing of securities, terms
and conditions stipulated in the allotment advice or letter of allotment or security certificate as may
be applicable and introduced from time to time.
TERMS OF THE ISSUE
The Equity Shares under this Issue are being offered for cash at Rs. ___. The entire amount of Rs.[___]
/- including a premium of Rs.___ per Equity Share is payable on application. The company has fixed
the price band of Rs.17 to Rs.20, the Floor Price being Rs.17 and Cap Price being Rs.20. The Issue Price
will be fixed on or before the fixation of Record Date.
AUTHORITY FOR THE ISSUE
This offer of equity shares is made pursuant to the resolutions passed by the Board of Directors under
section 81(1) of the Act at their meeting held on September 28, 2005 and the Rights Issue Committee of
Directors at their meeting held on October 6, 2005 and the Meeting of the Board of Dirctors at their
meeting held on October 19, 2005 which decided to issue shares to existing shareholders in the ratio of
One equity share of Rs. 10/- per share for every Five equity shares held on the Record date (i.e.
_____________) for cash at a premium of Rs. ____, aggregating Rs. ____ crores.
BASIS OF ISSUE
In accordance with the Board resolutions referred to above, Equity Shares are being offered on rights
basis in the ratio of One Equity Share for every Five Equity Shares for cash at a premium of Rs. ____,
aggregating Rs. ____ crores to all the existing Equity Shareholders whose names appear on the
Register of Members of the Company in case of Shares held in physical form, and in case of Shares
held in electronic form, whose names appear as the beneficial owners as per the list furnished by the
Depositories, at the close of business hours on the Record date i.e. ______________ fixed in
consultation with the NSE.
RIGHTS ENTITLEMENT
As your name appears on the Register of Members of the Company as an Equity Shareholder or in the
list of Beneficial owners of Shares on the Record date (i.e. ________), you are offered Equity Shares as
shown in Part A of the enclosed CAF.
The Equity Shares are being offered on rights basis to the existing Equity Shareholders in the ratio of
One Equity Share for every Five Equity Shares held on the Record Date.
MINIMUM SUBSCRIPTION
If the Company does not receive the minimum subscription of 90% of the issue, the entire
subscription shall be refunded to the applicants within 42 days from the date of closure of the issue. If
there is delay in the refund of subscription by more than 8 days after the Company becomes liable to
pay the subscription amount (i.e. forty two days after the closure of the Issue), the Company will pay
interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the
The Issue will become undersubscribed after considering the number of shares applied as per
entitlement plus additional shares. The Promoter intends to subscribe to such undersubscribed
portion as per the relevant provision of the law. The undersubscribed portion can be applied for only
205
after the closure of the Issue. The Promoter vide its letter dated October 24, 2005 has committed to
acquire additional shares beyond its Entitlement in the proposed rights issue to the extent the Issue is
undersubscribed. Acquisition of the undersubscribed portion by the Promoter over and above its
entitlement will be as per the provisions of the Takeover Code. The allotment of the unsubscribed
portion to the Promoter will be done in compliance with Clause 40A of the Listing Agreements. For
further details please refer to Basis of Allotment on page [_] of this Draft Letter of Offer.
FRACTIONAL ENTITLEMENTS
If the shareholding of any of the Shareholder is not in multiples of five, then the fractional entitlement
of such holder shall be rounded off to the next closest integer i.e. 0.5 and above will be rounded off to
1. For details of allotment for fractional entitlement, please refer Basis of allotment on page ___ of
the Draft Letter of Offer.
OFFER TO NON RESIDENT SHAREHOLDERS
Applications received from non-resident Shareholders including NRIs and Persons of Indian origin,
shall be, inter alia, subject to the regulations, terms and conditions stipulated by the RBI from time to
time under the FEMA, in the matter of refund of application moneys, allotment of Equity Shares,
issue of letter of allotment, export of share certificates. Currently, under the applicable foreign
exchange control regulations, general permission is available to Indian companies to issue shares on
rights basis subject to certain conditions prescribed under FEMA. Existing non-resident Shareholders
other than erstwhile Overseas Corporate Bodies (OCBs) are eligible to apply for Shares offered on
rights basis under this Issue, provided, inter alia, the original Shares against which Shares are being
issued were acquired and are held in accordance with the applicable foreign exchange control
regulations.
By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, OCBs (A company,
partnership, society or other corporate body owned directly or indirectly to the extent of at least 60%
by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held
by NRIs, directly or indirectly) have been derecognized as an eligible class of investors and the RBI
has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to
Overseas Corporate Bodies) Regulations, 2003. Accordingly, OCBs shall not be eligible to subscribe to
the Equity Shares. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44,
dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the
RBI are permitted to undertake fresh investments as non-resident entities. Thus, non-resident OCB
Shareholders desiring to participate in this Issue must obtain prior approval from the RBI. On
providing such approval to the Registrar to the Issue alongwith a copy to Company at its registered
office, the OCB Shareholders shall receive the Letter of Offer and the CAF.
The Equity Shares offered on rights basis shall be subject to the same conditions including restrictions
in regard to the repatriablity as are applicable to the original Shares against which Shares are being
issued.
For all categories of non-residents, the entire amount of Rs.__ per equity share will be payable on
application.
PRINCIPAL TERMS OF THE EQUITY SHARES
Face Value
Each Equity Share shall have the face value of Rs. 10 each.
Issue Price
Each equity share of the face value of Rs.10 each is being offered at Rs_______each (including
premium of Rs.____ per share). The company has fixed the price band of Rs.17 to Rs.20, the Floor
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Price being Rs.17 and Cap Price being Rs.20. The Issue Price will be fixed on or before the fixation of
Record Date.
Entitlement ratio
The Equity Shares are being offered on rights basis to the existing Equity Shareholders in the ratio of
One Equity Shares of Rs. 10 each for every Five Equity Share of Rs. 10 each held as on the Record
Date. Rights Entitlement on shares held in electronic form in the pool account of the clearing members
on the Record Date will be released to the beneficial owners as and when the details are furnished by
depositories and such claimants are requested to
(i) Approach the concerned depository through the clearing member of the Stock Exchange with
requisite details; and
(ii) Depository in turn should furnish details of the transaction to the Registrar
Only upon receipt of the aforesaid details, Rights Entitlement of the claimant shall be determined.
In case the beneficial positions are not furnished before the closure of the Issue, the rights entitlement
in respect of such shares would lapse.
RANKING OF EQUITY SHARES
The equity shares allotted pursuant to this Issue shall rank pari-passu in all respects including
dividend rights with the existing equity shares.
RIGHTS OF THE EQUITY SHAREHOLDERS
Right to receive dividend, if declared
Right to attend general meetings and exercise voting powers, unless prohibited by law
Right to vote personally or by proxy or through a representative
Right to receive offers for rights shares
Any other rights available under the Companies Act, 1956
Note: Only the registered Equity Shareholders or in case of the joint holders, those Shareholders,
whose names appear first in the Register of Members or in the list furnished by the depositories shall
be entitled to the above mentioned rights.
COMPLIANCE WITH SEBI GUIDELINES
The Company shall comply with all disclosures and accounting norms as specified by SEBI from time
to time.
ACCEPTANCE OF OFFER
You may accept and apply for the Equity shares offered hereby to you wholly or in part by filling up
Part A of the CAF and submitting the same together with the application money in the prescribed
manner to the Bankers to the Issue mentioned on the reverse of the CAF or to the Registrar to the
Issue, as the case may be, before the close of banking hours on the Issue closing date or such extended
time as specified by the Board in this regard. Applicants at centers not covered by the branches of
collecting banks can send their CAF together with the cheque drawn on a local bank at
Hyderabad/demand draft payable at Hyderabad to the Registrar to the Issue by registered post. Such
applications sent to anyone other than the Registrar to the Issue are liable to be rejected.
ADDITIONAL EQUITY SHARES

You are also eligible to apply for additional Equity Shares over and above the Rights Entitlement,
provided that you have applied for all the Equity Shares offered without renouncing them in whole
or in part in favour of any other person. If you desire to apply for additional Equity Shares, please
indicate your requirement in Block IV of Part A of the CAF. Renouncees applying for all the Equity
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Shares renounced in their favour may also apply for additional Equity Shares. Existing non-resident
Shareholders may apply for issue of additional Equity Shares over and above their Rights
Entitlements and the Company may allot the same subject to condition that overall issue of shares to
non-residents in the total paid up capital of the Company does not exceed the sectoral caps
applicable. Currently, foreign direct investment to the extent of 100% is permitted in the Company.
The Board of Directors may at its absolute discretion, agree to such terms and conditions as may be
stipulated by RBI while approving the allotment of Equity Shares, subject to the same conditions
including restrictions in regard to the repatriablity as are applicable to the original shares against
which shares are being issued on rights basis. Where the number of additional Equity Shares applied
for exceeds the number available for allotment, the allotment would be made on a fair and equitable
basis in consultation with the Designated Stock Exchange.
Renouncee (s) shall have the right to apply for additional shares.
OPTION TO RECEIVE THE RIGHTS EQUITY SHARES IN DEMATERIALISED FORM
Applicants have the option of being allotted the Equity Shares offered under this Issue in electronic
form under the depository system. The Company has signed an agreement with National Securities
Depository Limited (NSDL) on 6th November 2000 and with Central Depository Services (India) Ltd.
(CDSL) on 25th July 2002, which enables an investor to hold and trade in securities in a
dematerialised (electronic/demat) form, instead of holding equity shares in the form of physical
certificates. Equity shares being offered through this Rights Issue will be admitted to NSDL and
CDSL, when allotted.
The Equity Shares offered through this Issue will be listed on BSE and NSE.
Applicants may note that they have the option to subscribe to the Rights Equity Shares in demat or
physical form, or partly in demat and physical form, in the same application, in the space provided.
No separate applications for demat and physical shares are to be made. If such application is made,
the applications for physical shares will be treated as multiple applications and rejected accordingly.
In case of partial allotment, allotment will be first done in demat form, and the balance, if any, will be
allotted in physical form. The equity shares of the Company have been included in the Compulsory
Demat list as per SEBI directives. Hence, Applicants may note that the equity shares of the Company
can be traded on the Stock Exchanges only in demat form.
The procedure for opting of allotment of equity shares arising out of this Issue in electronic form is as
under:
Open a Beneficiary Account with any Depository Participant (care should be taken that the
Beneficiary Account should carry the name of the holder in the same manner as is exhibited in the
records of the Company. In case of joint holding, the Beneficiary Account should be opened
carrying the names of the holders in the same order and style as are appearing in the records of
the Company). In case of applicant having various folios in the Company with different joint
holders, the applicant will have to open separate beneficiary accounts for such holdings. This step
need not be adhered to by those shareholders who have already opened such Beneficiary
Account(s).
For shareholders holding shares in dematerialised form as on the Record date, the beneficial
account number shall be printed on the CAF. For those who open accounts later or those who
change their accounts and wish to receive their equity shares issued on rights basis, by way of
credit to such account the necessary details of their beneficiary account should be filled in the
space provided in the CAF. It may be noted that the allotment of equity shares arising out of this
Issue can be received in demat form even if the original equity shares of the Company are not
held in dematerialised form. Nonetheless, it should be ensured that the Beneficiary Account is in
the name(s) of the shareholders and the names are in the same order and style as are appearing in
the records of the Company.
Responsibility for correctness of applicants age and other details given in the CAF vis--vis those
with the applicants Depository Participant would rest with the applicant. Applicants should
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ensure that the names of the applicants and the order in which they appear in CAF should be
same as registered with the applicants Depository Participant.
If incomplete/incorrect Beneficiary Account details are given in the CAF or where the Applicant
does not opt to receive the Equity Shares under this Issue in demat form, the Company will issue
equity shares in the form of physical certificate(s).
The Rights equity shares allotted to applicant opting for demat form, would be directly credited
to the Beneficiary Account as given in the CAF after verification. Allotment advice, refund order
(if any) would be sent directly to the applicant by the Registrar to the Issue but the confirmation
of the credit of the Rights equity shares to the applicants Depository Account will be provided to
the applicant by the applicants Depository Participant.
Renouncees can also exercise this option to receive equity shares in the demat form by indicating
in the relevant block and providing the necessary details about their Beneficiary Account.
NOTE: Shareholders/applicants are advised to apply for receiving the equity shares under this issue
in the demat form only, since trading in the equity shares of the Company is permissible only in the
demat form.
RENUNCIATION
As an equity shareholder, you have the right to renounce your entitlement in full or in part in favour
of one or more person(s). Your attention is drawn to the fact that the Company shall not allot and/or
register any equity shares in favour of:
More than three persons including joint holders;
Any Trust or Society (unless the same is registered under the applicable Trust Laws or the Societies
Registration Act, 1860 or any other laws and is authorised under its constitution to hold equity
shares in a Company);
Partnership firm(s) or their nominee(s);
Minors
HUFs
foreign nationals or nominees of any of them (unless approved by RBI or other relevant authorities)
or to any person situated or having jurisdiction where the offering in terms of this Draft Letter of
Offer could be illegal or require compliance with securities laws of such jurisdiction or any other
persons not approved by the Board.
Any of the following renunciations:
From Resident(s) to Non-Resident

From Non-Resident to Resident(s)
From Non-Resident to Non-Resident
is subject to the renouncer(s)/renouncee(s) obtaining prior approval of the FIPB and/or necessary
approval of the RBI under the provisions of the Foreign Exchange Management Act, 1999 and other
applicable laws and such permission should be attached with the CAF. Applications not accompanied
by the said approval(s) are liable to be rejected.
Resident Renouncee(s) and non-resident Renouncees (with requisite permission of the FIPB/RBI)
may apply for the Equity Shares renounced in their favour wholly or in part. Only OCBs which are
incorporated and are not under the adverse notice of the RBI will be eligible to apply wholly or in
part for the Equity Shares renounced in their favour.
Subject to the aforesaid, Renouncee(s) have the right to apply for additional shares provided they
have accepted the shares renounced in their favour in full. The renouncee cannot further renounce
his/her entitlement.
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PROCEDURE FOR RENUNCIATION

To renounce the whole offer in favour of one renouncee
If you wish to renounce the offer indicated in Part A, in whole, please complete Part B of the CAF.
In case of joint holding, all joint holders must sign Part B of the CAF. The person in whose favour
renunciation has been made should complete and sign Part C of the CAF. In case of joint
renouncees, all joint renouncees must sign this part of the CAF.
To renounce in part/or to renounce the whole to more than one renouncee
If you wish to either accept this offer in part and renounce the balance or renounce the entire offer
in favour of two or more renouncees, the CAF must be first split into requisite number of forms.
For this purpose you will have to apply to the Registrar to the Issue. Please indicate your
requirement of split forms in the space provided for this purpose in Part D of the CAF and return
the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business
hours on the last date of receiving requests for split forms. On receipt of the required number of
split forms from the Registrar, the procedure as mentioned in para(a) above shall have to be
followed.
In case the signature of the shareholder(s) who has renounced the Rights Shares, does not agree
with the specimen registered with the Company, the application will be rejected and the Rights
offer will lapse.
Renouncee(s)
The person in whose favour the equity shares are renounced should fill in and sign Part C and
submit the entire CAF to the Bankers or to the collection centres to the Issue on or before the
closing date of the Issue along with the application money.
Change and/or introduction of additional holders
If you wish to apply for equity shares jointly with any other person or persons, not more than
three, who is/are not already joint holders with you, it shall amount to renunciation and the
procedure as stated above for renunciation shall have to be followed. Even a change in the
sequence of the name of joint holders shall amount to renunciation and the procedure, as stated
above for renunciation shall have to be followed.
However, this right of renunciation is subject to the express condition that the Board of Directors of
the Company shall be entitled in its absolute discretion to reject the request for allotment from the
renouncee(s) without assigning any reason therefor.
Please note that:
Part A of the CAF must not be used by any person(s) other than those in whose favour this offer
has been made. If used otherwise, this will render the application invalid.
Request for split form should be made in multiples of 100 equity shares only and one split form
for the balance shares, if any.
Only the person to whom this Letter of Offer has been addressed shall be entitled to apply for
split forms. Renouncee(s) shall not be entitled to apply for split forms. Forms once split cannot be
split again.
Split form(s) will be sent to the applicant(s) by post at the applicants risk.
HOW TO APPLY
Application should be made only on the enclosed CAF provided by the Company. The enclosed CAF
should be complete in all respects, as explained in the INSTRUCTIONS indicated in the CAF before
submitting it to the Bankers to the Issue or its collecting branches. Different parts of the CAF should
not be detached under any circumstances. Detailed instructions as to how to apply have been given in
the CAF.
You may exercise any of the following options with regard to the equity shares offered to you, using
the enclosed CAF:
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Option Available
Action Required
1. Accept whole or part of your entitlement

without renouncing the balance.
Fill in Block I and sign Part A (all joint holders must

sign)
2. Accept your entitlement to all the equity

shares offered to you and apply for additional
equity shares.
Fill in and sign Part A including Block II relating to

additional shares (all joint holders must sign)
3. Renounce your entitlement to all the equity

shares offered to you, to one person (joint
renouncees are considered as one).
Fill in and sign Part B (all joint holders must sign)

indicating the number of equity shares renounced
and hand it over to the renouncee. The renouncees
must fill in and sign Part C (all joint renouncees
must sign).
4. Accept a part of your entitlement to the equity

shares offered to you and renounce the balance to
one or more renouncee(s).
Fill in and sign Part D (all joint holders must sign)

for the required number of split forms and send the
CAF to the Registrar to the Issue so as to reach them
on or before the last date for receiving requests for
split forms.
OR
Splitting will be permitted only once.
Renounce your entitlement to all the equity shares

offered to you to more than one renouncee.
Request for split forms must be in multiples of 100

Equity shares only and one split form for the
balance shares, if any. On receipt of the split form
take action as indicated below.
For the equity shares you wish to accept, if any, fill
in and sign Part A.
For the Equity shares you wish to renounce, fill in
and sign Part B indicating the number of equity
shares renounced and hand it over to the
renouncees. Each of the renouncees should fill in
and sign Part C for the equity shares accepted by
them.
5. Introduce joint-holder or change the sequence

of joint holder
This will be treated as a renunciation.
Applicants must provide information in the CAF as to their savings bank/current account number
and the name of the bank with whom such account is held, to enable the Registrar to print the said
details in the refund orders after the names of the payees. Failure to comply with this may lead to
rejection of the application. Bank account details furnished by the depositories will be printed on the
refund warrant in case of shares held in electronic form.
Applicants must write their CAF Number at the back of the cheque/demand draft
MARKET LOT
The equity shares are tradeable only in dematerialised mode. The market lot for Equity Shares held in
Demat Mode is one share. In case of physical certificates, the Company would issue one certificate for
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the Equity Shares allotted to one person (Consolidated Certificate). In respect of Consolidated
Certificate, the Company will, only upon receipt of a request from the Equity Shareholder, split such
Consolidated Certificate into smaller denomination within 1 months time in conformity with the
provisions of the Listing agreement.
ISSUE OF DUPLICATE SHARE CERTIFICATE
If any Equity Share(s) is/are mutilated or defaced or the pages for recording transfers of Equity Share
are fully utilized, the same may be replaced by the Company against the surrender of such
Certificate(s). Provided, where the Equity Share Certificate(s) are mutilated or defaced, the same will
be replaced as aforesaid only if the Certificate numbers and the Distinctive numbers are legible.
If any Equity Shares Certificate is destroyed, stolen or lost, then upon production of proof thereof to
the satisfaction of the Company and upon furnishing such indemnity/ surety and/or documents as
the Company may deem adequate, duplicate Equity Share Certificate(s) shall be issued.
NOMINATION
As per section 109A of the Act, a sole Equity Shareholder or first Equity Shareholder, along with other
joint Equity Shareholders [being individual(s)] may nominate any person(s) who, in the event of the
death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity
Shares. A Person, being a nominee, becoming entitled to the Equity Shares by reason of the death of
the original Equity Shareholder(s), shall be entitled to the same advantages to which he would be
entitled if he were the registered holder of the Equity Shares. Where the nominee is a minor, the
Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person
to become entitled to the Equity Share(s), in the event of death of the said holder, during the minority
of the nominee. A nomination shall stand rescinded upon the sale of the Equity Share by the person
nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When
the Equity Share is held by two or more persons, the nominee shall become entitled to receive the
amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed
form available on request at the registered office of the Company or such other person at such
addresses as may be notified by the Company. The applicant can make the nomination by filling in
the relevant portion of the CAF.
Only one nomination would be applicable for one folio. Hence, in case the Shareholder(s) has
already registered the nomination with the Company, no further nomination need to be made for
Equity Shares to be allotted in this Issue under the same folio.
In case the allotment of Equity Shares is in demateralised form, there is no need to make a separate
nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective
DP of the applicant would prevail. If the applicant requires to change the nomination, they are
requested to inform their respective DP.
NOTICES
All notices to the Equity Shareholder(s) required to be given by the Company shall be published in
one English National daily with wide circulation, one Hindi national newspaper and a regional
language daily in Delhi being the place where the registered office of the Company is situated.
MODE OF PAYMENT
FOR RESIDENT SHAREHOLDERS
Only one mode of payment per application should be used. The payment must be either in cash or by
cheque/demand draft/ drawn on any of the banks (including a co-operative bank), which is situated
at and is a member or a sub member of the Bankers Clearing House located at the centre indicated on
the reverse of the CAF where the application is to be submitted. The payment against the share
application should not be effected in cash if the amount to be paid is Rs. 20,000/- or more, as per
Section 269 SS of the Income-Tax Act. In case payment is effected in contravention of this, the
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application may be deemed invalid and the application money will be refunded and no interest will
be paid thereon.
A separate cheque/draft must accompany each CAF. Outstation/post-dated cheques or demand
drafts and postal/money orders will not be accepted and applications accompanied by such demand
drafts/cheques/money orders or postal orders will be rejected. The Registrar will not accept cash
along with the CAF. Cash shall not be accepted at other collection centres.
All cheques/drafts accompanying the CAF should be drawn in favour of Noida Toll Bridge
Company Limited A/c. NTBCL - Rights Issue and crossed A/C Payee only. No receipt will be
issued for application money received. The Bankers to the Issue/Collecting Bank/Collection centres
will acknowledge receipt of the same by stamping and returning the acknowledgement slip at the
bottom of the CAF.
Applicants residing at places other than places where the Collection Centres have been opened by the
Company for collecting applications, are requested to send their applications together with Demand
Draft (net of DD charges) favouring the Noida Toll Bridge Company Limited A/c. NTBCL - Rights
Issue payable at Hyderabad, directly to the Registrar to the Issue by REGISTERED POST so as to
reach them on or before the closure of the Issue. The Company or the Registrars will not be
responsible for postal delays, if any.
New demat account shall be opened for holders who have had a change in status from Resident
Indian to NRI.
APPLICATION BY NON-RESIDENT SHAREHOLDERS
As regards the application by non-resident shareholders, the following further conditions shall apply:
Payment by eligible non-resident Shareholders must be made by demand draft/cheque payable at
Hyderabad or funds remitted from abroad in any of the following ways:
Application on repatriation basis (only by existing shareholders and renouncees having the
requisite permission of FIPB/RBI)
By Indian Rupee drafts purchased from abroad and payable at Hyderabad or funds remitted
from abroad; OR
By cheque/draft on a Non-Resident External Account (NRE) or FCNR Account; OR
Rupee draft purchased by debit to NRE/FCNR account maintained elsewhere in India and
payable in Hyderabad; OR
FIIs registered with SEBI must remit funds from special non-resident rupee deposit account.
Application on non-repatriation basis

As far as non-residents holding shares on non-repatriation basis are concerned, in addition to the
ways specified above, payment may also be made by way of cheque drawn on Non-Resident
(Ordinary) Account or Rupee Draft purchased out of NRO Account maintained elsewhere in India
but payable at Hyderabad. In such cases, the allotment of equity shares will be on non-repatriation
basis.
For all categories of non-residents, cheques/drafts submitted by NRIs/OCBs/FIIs/non residents
should be drawn in favour of Noida Toll Bridge Company Limited A/c. NTBCL - Rights Issue NR payable at Hyderabad and must be crossed A/c Payee only for the amount payable. The CAF
duly completed together with the amount payable on application must be deposited with the
collecting bank indicated on the reverse of the CAF before the close of banking hours on the Issue
closing date. A separate cheque or bank draft must accompany each application form.
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Applicants may note that where payment is made by drafts purchased from NRE/FCNR/NRO/any
other applicable account as the case may be, an Account Debit Certificate from the bank issuing the
draft confirming that the draft has been issued by debiting the NRE/FCNR/NRO/any other
applicable account should be enclosed with the CAF. Otherwise the application shall be considered
incomplete and is liable to be rejected.
Note: In case where repatriation benefit is available, dividend and sales proceeds derived from the
investment in shares can be remitted outside India, subject to tax, as applicable according to the
Income-tax Act, 1961 and subject to the permission of RBI, if required.
In case shares are allotted on non-repatriation basis, the dividend/sale proceeds of the equity shares
cannot be remitted outside India.
The CAF duly completed together with the amount payable on application must be deposited with
the collecting bank indicated on the reverse of the CAF before the close of banking hours on the
aforesaid Issue closing date. A separate cheque or bank draft must accompany each application form.
In case of applications received from Non-Residents, refunds and other distribution, if any, will be
made in accordance with the guidelines/rules prescribed by RBI as applicable at the time of making
such remittance and subject to necessary approvals.
PERMANENT ACCOUNT NUMBER OR PAN
Where the application is/are for Rs. 50,000 or more, the applicant or in the case of an application in
joint names, each of the applicants, should mention his/her Permanent Account Number (PAN)
allotted under the I.T. Act. The copy of the PAN card or PAN allotment letter is required to be
submitted with the application form. Applications without this information and documents will be
considered incomplete and are liable to be rejected. It is to be specifically noted that applicants
should not submit the GIR number instead of the PAN as the application is liable to be rejected on
this ground. In case the Sole/First applicant and Joint applicant(s) is/are not required to obtain PAN,
each of the applicant(s) shall mention Not Applicable and in the event that the sole applicant
and/or the joint applicant(s) have applied for PAN which has not yet been allotted each of the
applicant(s) should mention Applied for in the CAF. Further, where the applicant(s) has mentioned
Applied for or Not Applicable, the Sole/First applicant and each of the Joint applicant(s), as the
case may be, would be required to submit Form 60 (Form of declaration to be filed by a person who
does not have a permanent account number and who enters into any transaction specified in rule
114B), or, Form 61 (form of declaration to be filed by a person who has agricultural income and is not
in receipt of any other income chargeable to income tax in respect of transactions specified in rule
114B), as may be applicable, duly filled along with a copy of any one of the following documents in
support of the address: (a) Ration Card (b) Passport (c) Driving License (d) Identity Card issued by
any institution (e) Copy of the electricity bill or telephone bill showing residential address (f) Any
document or communication issued by any authority of the Central Government, State Government
or local bodies showing residential address (g) Any other documentary evidence in support of
address given in the declaration. It may be noted that Form 60 and Form 61 have been amended
vide a notification issued on December 1, 2004 by the Ministry of Finance, Department of
Revenue, Central Board of Direct Taxes. All applicants are requested to furnish, where applicable,
the revised Form 60 or 61, as the case may be.
GROUNDS FOR TECHNICAL REJECTION
Applicants are advised to note that applications are liable to be rejected on technical grounds,
including the following:
Amount paid does not tally with the amount payable for;
Bank account details (for refund) are not given;
Age of First Applicant not given;
Applications by Minors;
PAN or GIR Number not given if application is for Rs. 50,000 or more;
214
In case of application under power of attorney or by limited companies, corporate, trust, etc.,
relevant documents are not submitted
If the signature of the existing shareholder does not match with the one given on the CAF or is
not in the order as per the specimen signatures recorded with the Company;
CAF are not submitted by the applicants within the time prescribed as per the instructions in the
CAF and the Letter of Offer
Applications not duly signed by the sole/joint applicants;
OCBs who cannot apply in terms of RBI restrictions;
Applications accompanied by Stockinvest;
In case no corresponding record is available with the Depositories that matches three parameters,
namely, names of the applicants (including the order of names of joint holders), the depositary
participants identity (DP ID) and the beneficiarys identity;
Applications by ineligible Non-residents (including on account of restriction or prohibition under
applicable local laws).
Non submission of approvals to be taken (if any), by renouncees applying for shares
GENERAL
Please read the instructions printed on the enclosed CAF carefully.
Application should be made on the printed CAF, provided by the Company and should be
completed in all respects. The CAF found incomplete with regard to any of the particulars
required to be given therein, and/or which are not completed in conformity with the terms of this
Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be
refunded without interest and after deduction of bank commission and other charges, if any. The
CAF must be filled in English and the names of all the applicants, details of occupation, address,
fathers/husbands name must be filled in block letters.
The CAF together with cheque/demand draft should be sent to the Bankers to the
Issue/collection centres or to the Registrars and not to the Company or Lead Manager to the
Issue. Applicants residing at places other than cities where the branches of the Bankers to the
Issue have been authorised by the Company for collecting applications, will have to make
Demand Draft payable at Hyderabad and send their application forms to the Registrars to the
Issue by REGISTERED POST after deducting DD and postal charges. If any portion of the CAF is
detached or separated, such application is liable to be rejected.
In case of applications for a total value of Rs. 50,000/- or more, i.e. The total number of securities
applied for multiplied by the Issue Price, is Rs. 50,000/- or more the applicant or in the case of
application in joint names, each of the applicants, should mention his/her permanent account
number allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR
number and the Income-Tax Circle/Ward/District. In case where neither the permanent account
number nor the GIR number has been allotted, the fact of non-allotment should be mentioned in
the application forms. Application forms without this information will be considered incomplete
and are liable to be rejected.
Signatures should be either in English or Hindi or the languages specified in the 8th Schedule to
the Constitution of India. Signatures other than in the aforesaid language and Thumb impression
must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal.
In case of an application under Power of Attorney or by a body corporate or by a society, a
certified true copy of the relevant Power of Attorney or relevant resolution or authority to make
investment and sign the application along with the copy of the Memorandum & Articles of
Association and/or bye laws must be lodged with the Registrars to the Issue giving reference of
the serial number of the CAF. In case the above referred documents are already registered with
the Company, the same need not be furnished again; however, the serial number of registration
or reference of the letter, vide which these papers were lodged with the Company must be
mentioned just below the signature(s) on the application. In no case should these papers be
attached to the application submitted to the Bankers to the Issue.
215
In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order
and as per the specimen signature(s) recorded with the Company. Further, in case of joint
applicants who are renouncees, the number of applicants should not exceed three.
In case of joint applicants, reference, if any, will be made in the first applicants name and all
communication will be addressed to the first applicant.
The shareholders must sign the CAF as per the specimen signature recorded with the Company.
Application(s) received from Non-Resident(s) including NRIs, and persons of Indian origin for
allotment of Equity shares shall, inter alia, be subject to conditions, as may be imposed from time
to time by the RBI under FEMA in the matter of refund of application money, allotment of equity
shares, subsequent Issue and allotment of Equity shares, dividend, export of share certificates, etc.
In case a Non-Resident has specific approval from the RBI, in connection with his shareholding,
he should enclose a copy of such approval with the CAF.
All communication in connection with application for the equity shares, including any change in
address of the shareholders should be addressed to the Registrars of the Issue quoting the name
of the first/sole applicant shareholder, folio numbers and CAF number.
Split forms cannot be re-split.
Only the person or persons to whom equity shares have been offered and not renouncee(s) shall
be entitled to obtain split forms.
Nomination Facility:
The applicant may indicate the name of the nominee in the CAF, in respect of the shares that may
be allocated to him/her or for the existing shares. As per Section 109A of the Companies Act, a
holder of shares may, at any time, nominate, in the prescribed manner, a person to whom his/her
shares in a company shall vest, in the event of his/her death.
As per Section 109A of the Companies Act, 1956 and the Notification no. G.S.R. 836(E) dated
24.10.2000 amending form 2B of nomination form of the Companies (Central Governments)
General Rules and Forms, 1956, only individuals applying as Sole Applicant/ Joint Applicant can
nominate, in the prescribed manner, a person to whom his/her share in a company shall vest in
the event of his/her death. Non-individuals including Society, trust, body corporate, partnership
firm, Karta of HUF, holder of power of attorney cannot nominate.
Please ensure that the Bank account details in the application form are filled in the space provided
for the purpose. Applications without these details are liable to be rejected.
APPLICATION ON PLAIN PAPER

A shareholder who has neither received the original CAF nor is in a position to obtain the duplicate
CAF may make an application to subscribe to the Rights Issue on plain paper, along with an Account
Payee Cheque drawn on a local bank / demand draft payable at Hyderabad and send the same by
Registered Post directly to the Registrars to the Issue.
The application on plain paper, duly signed by the applicants including joint holders, if any, in the
same order as per specimen recorded with the Company, must reach the office of the Registrars to the
Issue before the date of closure of the Issue and should contain the following particulars:
Name of the Issuer
Name of the shareholder including joint holders
Address of sole /first holder
Folio Number/DP ID number and client ID number
Number of shares held as on Record date
Certificate numbers and Distinctive numbers, if held in physical form
Number of Rights Equity Shares entitled (i.e. 1 Equity share for every 5 shares held as on the
record date rounded off to the nearest integer i.e. entitlement of 0.5 or above will be rounded off
to 1).
Number of additional equity shares applied for, if any
Total number of equity shares applied for
Amount payable on application
216
Particulars of cheque/demand draft enclosed

Savings/Current Account Number and Name and Address of the Bank where the shareholder
will be depositing the refund order, and
PAN number where the application is for equity shares of a total value of Rs. 50,000/- or more for
the applicant and for each applicant in case of joint names. The copy of the PAN Card or PAN
allotment letter is required to be submitted with the application form. Where the applicant(s) has
mentioned Applied for or Not Applicable, the Sole/First applicant and each of the Joint
applicant(s), as the case may be, would be required to submit Form 60 (Form of declaration to be
filed by a person who does not have a permanent account number and who enters into any
transaction specified in rule 114B), or, Form 61 (form of declaration to be filed by a person who
has agricultural income and is not in receipt of any other income chargeable to incometax in
respect of transactions specified in rule 114B), as may be applicable, duly filled along with a copy
of any one of the following documents in support of the address: (a) Ration Card (b) Passport (c)
Driving License (d) Identity Card issued by any institution (e) Copy of the electricity bill or
telephone bill showing residential address (f) Any document or communication issued by any
authority of the Central Government, State Government or local bodies showing residential
address (g) Any other documentary evidence in support of address given in the declaration.
In case of Non-resident shareholders, NRE/FCNR/NRO account no or any other account no., as
may be applicable, Name and address of the bank and branch.
Signature of shareholders to appear in the same sequence and order as they appear in the records
of the Company.
Payments in such cases, should be through a cheque/demand draft payable at Hyderabad to be

drawn in favour of the Noida Toll Bridge Company Limited A/c NTBCL- Rights Issue and
marked A/c Payee in case of resident shareholders and non-resident shareholders holding on
nonrepatriable basis. Payment in case of non-resident shareholders holding on repatriable basis shall
be drawn in favour of the Noida Toll Bridge Company Limited A/c NTBCL- Rights Issue-NR and
the marked A/c Payee. The envelope should be superscribed NTBCL - Rights Issue.
Please note that those who are making the application otherwise than on original CAF shall not be
entitled to renounce their Rights and should not utilise the original CAF for any purpose including
renunciation even if it is received subsequently. If the applicant violates any of these requirements,
he/she shall face the risk of rejection of both the applications. The Company shall refund such
application amount to the applicant without any interest thereon.
AVAILABILITY OF DUPLICATE CAF
In case the original CAF is not received, or is misplaced by the applicant, the applicant may request
the Registrar to the Issue, for issue of a duplicate CAF, by furnishing the registered folio number, DP
ID Number, Client ID Number and their full name and address. Please note that those who are
making the application in the duplicate form should not utilize the original CAF for any other
purpose including renunciation, even if it is received /found subsequently. Thus, in case the original
and duplicate CAFs are lodged for subscription, allotment will be made on the basis of the duplicate
CAF and the original CAF will be ignored.
LAST DATE FOR APPLICATION
The last date for receipt of the CAF by the Banker to the Issue at its Collecting Branches, together with
the amount payable, is on or before the close of banking hours on [], 2005. The Board will have the
right to extend the said date for such period as it may determine from time to time but not exceeding
sixty days from the date the Issue opens. If the CAF together with the amount payable is not received
by the Banker to the Issue/Registrars to the Issue at its Collection Branches on or before the close of
banking hours on or before [], 2005 the offer contained in this Letter of Offer shall be deemed to have
been declined, and the Board shall utilise this entitlement for allotting the Equity Shares as mentioned
below under the heading Basis of Allotment
217
BASIS OF ALLOTMENT
Subject to the provisions contained in this Draft Letter of Offer, the Articles of Association of the
Company and the approval of the Designated Stock Exchange, the Board will proceed to allot the
Equity Shares in the following order of priority:
(a)
Full allotment to those Shareholders who have applied for their Rights Entitlement either in
full or in part excluding fractional Entitlements.
(b)
Full allotment to the Renouncee(s) who has/have applied for Equity Shares renounced in
their favour, in full or in part.
(c)
Full allotment against fractional Entitlments. If the shareholding of any of the holder is not in
multiples of five, then the fractional Entitlement of such holder shall be rounded off to the
next closest integer i.e. 0.5 or above will be rounded of to 1.
The Equity shares needed for such rounding off will be adjusted in the following
order:
(i)
(ii)
(iii)
(d)
from the rounding off the fractional entitlements of less than 0.5, i.e,
fractional entitlements less than 0.5 will be rounded off to zero.
from the surplus left after making full allotment in (a) and (b).
from the promoters entitlement in the issue after exhausting (i) and
(ii) above.
Allotment to the Equity Shareholders who having applied for all their Entitlement in the
Issue have also applied for additional Equity Shares and to the Renouncees who having
applied for all the Equity Shares renounced in their favour have also applied for additional
Equity Shares. The allotment of such additional Equity Shares will be made as far as possible
on a proportionate basis provided there is an undersubscribed portion after making full
allotment in (a), (b) and (c) above at the sole discretion of the Board/Committee of Directors
but in consultation with the Designated Stock Exchange, as a part of the Issue and not
preferential allotment.
After taking into account allotment to be made under (a), (b) and (c) above, if there is any
unsubscribed portion, the same shall be deemed to be unsubscribed for the purpose of regulation
3(1)(b)(ii) of the Takeover Code and would be available for allocation under (d) above. The Promoter
vide its letter dated October 24, 2005 to the Company has undertaken to subscribe to additional
Equity Shares beyond its Entitlement in the Issue, if the Issue is undersubscribed after considering the
allotment made under (a), (b), (c) and (d) above. Promoter intends to bring the amount on
undersubscribed portion (after considering the number of shares applied as per entitlement plus
additional shares) after the closure of the rights issue. Such subscription is exempt under the
Takeover code. The allotment of additional Equity Shares to the Promoter over and above its
Entitlement in this Issue will not result in change in management or control of the Company and shall
be done in compliance with Clause 40A of the Listing Agreement and the other applicable laws
prevailing at that time.
In terms of proviso to regulation 3(1)(b)(ii) of the Takeover Code, acquisition of additional equity
shares in a rights issue, in the event of undersubscription of the issue, by any person presently in
control of the company, will be exempt from the applicability of regulation 11 and 12 of Takeover
Code. Further, in order for the exemption to be applicable, the person presently in control of the
company should make a disclosure of its intension to acquire additional Equity Shares in the Draft
Letter of Offer/Letter of Offer and the acquisition should not result in change of control of
management of the company.
218
After such allotments as above and to the Promoter, including the application for rights/renunciation
and additional Equity Shares, any additional Equity Shares shall be disposed off by the Board or
committee of the Board authorised in this behalf by the Board of the Company, in such manner as
they think most beneficial to the Company and the decision of the Board or committee of the Board of
the Company in this regard shall be final and binding. In the event of oversubscription, allotment will
be made within the overall size of the Issue.
DISPOSAL OF APPLICATION & APPLICATION MONEY
The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole
or in part, and in either case without assigning any reason therefor, if the concerned application is not
made in terms of this Letter of Offer.
In case an application is rejected in full, the whole of the application money received will be refunded.
Wherever an application is rejected in part, the balance of application money, if any, after adjusting
any money due on shares allotted, will be refunded to the applicant within six weeks from the date of
closure of the Issue.
No separate receipt will be issued for the application money. However, the Banker to the Issue at
its collecting branches physically receiving the application will acknowledge its receipt by
stamping and returning the perforated acknowledgement slip at the bottom of each CAF. Except
for the reasons stated under GROUNDS FOR TECHNICAL REJECTIONS in this Letter of Offer
and subject to valid application, acknowledgement of receipt of application money given by the
Bankers to the Issue shall be valid and binding on Issuer and other persons connected with the
Issue.
ALLOTMENT / REFUND
Equity Share certificates / Letters of Allotment or Letter(s) of Regret together with refund orders
exceeding Rs 1,500/-, if any, will be dispatched by registered post/speed post at the sole/first named
applicants address within 42 days from the date of the closing of the subscription list.
Refund orders upto Rs 1,500/- will be dispatched under the Certificate of Posting. Adequate funds
will be made available to the Registrars for the purpose.
In case of those shareholders who have opted to receive their Right Entitlement Shares in
dematerialised form by using electronic credit under the depository system, an advice regarding the
credit of the Equity Shares shall be given separately.
If such money is not repaid within 8 days from the day the Company becomes liable to pay it, the
Company shall pay that money with interest as stipulated under Section 73 of the Act.
Refunds will be made by cheques or pay orders drawn on the bank(s) appointed by the Company as
refund bankers. Such instruments will be payable at par at the places where applications are accepted.
Bank charges, if any, for encashing such cheques or pay orders will be borne by the applicants.
As regards allotment/ refund to non-residents, the following further conditions shall apply:
In case of non-residents, who remit their application monies from funds held in NRE/ FCNR
accounts,
refunds and/ or payment of interest/ dividend and other disbursement, if any, shall be credited to
such accounts, details of which should be furnished in the CAF. Subject to the approval of the RBI, in
case of non-residents, who remit their application monies through Indian Rupee draft purchased
from abroad, refund and/ or payment of dividend/ interest and any other disbursement, shall be
credited to such accounts (details of which should be furnished in the CAF) and will be made net of
bank charges/ commission in US Dollars, at the rate of exchange prevailing at such time. The
219
Company will not be responsible for any loss on account of exchange fluctuations for converting the
Indian Rupee amount into US Dollars. The share certificate(s) will be sent by registered post at the
Indian address of the non-resident applicant.
DESPATCH OF ALLOTMENT LETTERS/SHARE CERTIFICATES/REGRET LETTERS/REFUND ORDERS
The Company will issue, or credit the allotted securities to the respective DP accounts or despatch
Letter of Allotment/Share Certificates/and/or Letter of Regret along with refund orders, if any,
within a period of six weeks from the date of closure of the Issue, by Registered Post. If such money is
not repaid, within 8 days from the day the Company become liable to pay it, the Company shall, as
stipulated under Section 73 (2 A) of the Act, pay that money with interest @ 15% p.a. Letter of
Allotment/Share Certificates/Refund Orders above the value of Rs. 1500, will be despatched by
Registered Post to the sole/first applicants registered address. However, Refund Orders for value not
exceeding Rs. 1500 shall be sent to the applicants under Certificate of Posting. Such cheques or pay
orders will be payable at par at all the centres where the applications were originally accepted and
will be marked A/C Payee and would be drawn in the name of a sole/first applicant. Bank charges,
if any, for encashing such cheques or pay orders will be borne by the applicants. Adequate funds
would be made available to the Registrars to the Issue for this purpose.
Particulars of the applicants Savings/Current Bank Account should be given in the space provided
therefore in the application form so as to enable the Registrars to print the same on the refund order,
if any.
As regards allotment/refund to Non residents, the following further conditions shall apply:
In case of Non-residents s, who remit their application monies from funds held in NRE/FCNR
accounts or any other account as may be applicable, refunds and/or payment of dividend and other
disbursement, if any, shall be credited to such accounts, details of which should be furnished in the
CAF. Subject to the approval of the RBI, in case of Non-residents, who remit their application monies
through Indian Rupee draft purchased from abroad, refund and/or payment of dividend and any
other disbursement, will be made net of bank charges/commission in U.S. Dollars, at the rate of
exchange prevailing at such time and shall be credited to such accounts, details of which should be
furnished in the CAF. The Company will not be responsible for any loss on account of exchange
fluctuations for converting the Indian Rupee amount into U.S. Dollars. The share certificates will be
sent by registered post at the Indian address of the non-resident Applicant. Export of letters of
allotment (if any)/ share certificates/ demat credit to non-resident allottess will be subject to approval
of RBI.
INTEREST IN CASE OF DELAY IN ALLOTMENT/DESPATCH
The Company agrees that:
Allotment of securities offered shall be made within 42 days of the closure of the rights Issue;
The Company shall pay interest @ 15% per annum if the allotment has not been made and/or the
allotment letters/refund orders have not been despatched to the investors within 42 days from
the date of the closure of the Issue.
BANK ACCOUNT DETAILS OF THE APPLICANT
Applicants are advised to provide information as to their savings/current account number and the
name of the Bank with whom such account is held in space provided in the Composite Application
Form to enable the Registrar to print the said details in the Refund Orders, if any, after the names of
the payees. Application not containing such details is liable to be rejected.
220
DISPOSAL OF APPLICATION AND APPLICATION MONEY

No acknowledgment will be issued for the application moneys received by the Company.
However, the Bankers to the Issue / Registrar to the Issue receiving the CAF will acknowledge its
receipt by stamping and returning the acknowledgment slip at the bottom of each CAF.
The Board reserves its full, unqualified and absolute right to accept or reject any application, in
whole or in part, and in either case without assigning any reason thereto.
In case an application is rejected in full, the whole of the application money received will be
refunded.
Wherever an application is rejected in part, the balance of application money, if any, after
adjusting any money due on Equity Shares allotted, will be refunded to the applicant within six
weeks from the close of the Issue.
For further instruction, please read the Composite Application Form (CAF) carefully.
Important
Please read this Letter of Offer carefully before taking any action. The instructions contained in
the accompanying CAF are an integral part of the conditions of this Draft Letter of Offer and
must be carefully followed; otherwise the application is liable to be rejected.
All enquiries in connection with this Draft Letter of Offer or accompanying CAF and requests for
Split Application Forms must be addressed (quoting the Registered Folio Number/ DP and
Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on
the CAF and superscribed Noida Toll Bridge Company Limited - Rights Issue on the envelope)
to the Registrar to the Issue at the following address:
KARVY COMPUTERSHARE PRIVATE LIMITED

46, Karvy House
Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034
Tel: (040) 23431546, Fax: (040) 23431551
Email: mailmanager@karvy.com
It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled Risk
Factors beginning on page [] of this Draft Letter of Offer. The Issue will not be kept open for
more than 30 days unless extended, in which case it will be kept open for a maximum of 60 days.
221
WORKING RESULTS AND OTHER INFORMATION

Information as required to be given vide Ministry of Finance circular No. F2/5/SE/76 dated February
5, 1977 read with circular of even number dated March 8, 1977 is given below:
1.
Working results of the Company (unaudited) for the quarter ended ______________ are given
below: (to be updated at the time of stock exchange filing)
Particulars
Amount in
Rs. in lacs
Interest earned
Other Operating Income
Total Income
Profit Before Depreciation & Tax
Depreciation
Provisions & Contingencies (including
provision for tax)
Net Profit
2.
There are no material changes and commitments affecting the financial position of the Company
since the date of the last Balance Sheet save as mentioned elsewhere in Letter of Offer.
3.
(a) Week-end Prices for the last four weeks were as follows:
Date
30th September, 2005
7th October, 2005
14th October, 2005
21st October, 2005
NSE Price (Rs.)

31.5
37.00
34.80
30.95
BSE Prices (Rs)

31.45
36.75
34.75
30.55
(b) Current price of the equity shares of the Company on the National Stock Exchange and The
Stock Exchange Mumbai as on 26 October, 2005 is Rs. 29.40 and Rs 30.30 per share
respectively.
(Source: nseindia.com and bseindia.com)
Particulars Regarding Listed Companies Under the Same Management which have Made Capital
Issues During the Last Three Years
There are two listed companies under the same management within the meaning of Section 370(1B) of
the Companies Act, 1956, which have come out with a Public or a Rights Issue viz IL&FS Investment
Managers Limited and IL&FS Investsmart Limited.
Material Developments
In the opinion of the Directors, since the date of the last financial statements as disclosed in the Letter
of Offer, no circumstances have arisen which materially and adversely affect or are likely to affect the
trading or profitability of the Company, or the value of its assets, or its ability to pay its liabilities,
within next twelve months.
Expert Opinion
Save and except as stated elsewhere in this Letter of Offer, the Company has not obtained any expert
opinions.
Option to Subscribe
222
Other than the present Rights issue, the Company has not given any option to subscribe for any
equity shares of the Company. As mentioned elsewhere, the investor shall have the option either to
receive the security certificates or to hold the securities with a depository in electronic form.
223
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

Copies of the contracts and documents, (not being contracts entered into in the ordinary course of
business carried on by the Company or contracts entered into more than two years before the dated of
this Draft Letter of Offer/Letter of Offer) referred to below, all of which have been attached to a copy
of this Draft LoF, which may be inspected at the Registered Office of NTBCL between 10.00 a.m. and
12.00 noon on any working day from the date of this LoF until the date of closure of the Issue.
MATERIAL CONTRACTS
1. Memorandum of Understanding between the Company and SBI Capital Markets Limited dated
October 22, 2005
2. Memorandum of Understanding between the Company and Karvy Computer share Private
Limited dated October 21, 2005.
3. Shareholders Agreement dated May 5, 2000 between the Company, NOIDA, IL&FS, Intertoll,
PAII (Mauritius) Company Limited, Asian Infrastructure Mezzanine Capital Fund, IFCI and
IL&FS Trust Company Limited, and Amendment dated November 28, 2000 and Deed of
Assignment by PAII (Mauritius) Company Limited dated October 3, 2001.
4. Deed of Adherence dated October 30, 2001 between PruAsia (Investors) India Limited and the
Company. PruAsia (Investors) India Limited was subsequently renamed as DAI (India) Limited.
5. Sub-lease agreement dated March 31, 2004 between the Company and its subsidiary, DND
Flyway Limited.
6. Confirmation agreement signed between Municipal Corporation of Delhi (MCD) and NOIDA
Toll Bridge Company Limited dated January 9, 2005.
MATERIAL DOCUMENTS
1. Memorandum and Articles of Association of the Company.
2. Certificate of incorporation of the Company dated April 8, 1996.
3. Certificate of Commencement of Business of the Company dated January 21, 1997.
4. Copy of the Resolution of the Board of Directors of the Company passed at its meeting held on
September 28, 2005 and October 19, 2005 approving the issue and authorising Rights Issue
Committee of Directors to carry all acts and action pertaining issue for and on behalf of board of
directors.
5. Copy of resolution of the Rights Issue of Committee of Directors held on October 6, 2005
approving the issue.
6. Copy of Resolution of the Rights Issue Committee of Directors of the Company, passed at its
meeting held on October 22, 2005 accepting the Draft Letter of Offer.
7. Copy of Resolution of the Members of the Company passed at the Annual General Meeting held
on September 28, 2005 appointing M/s. Luthra & Luthra, Chartered Accountant as statutory
auditors for the year 2005-2006.
8. The report of the statutory auditors, M/s. Luthra & Luthra, Chartered Accountant dated October
19, 2005 prepared as per Indian GAAP and mentioned in the Letter of Offer and copies of balance
sheet and profit and loss account of the Company referred to therein.
9. Consent dated October 7, 2005 from M/s. Luthra & Luthra, Chartered Accountant for inclusion of
their reports on accounts in the form and context in which they appear in the Draft Letter of Offer
and Letter of Offer.
10. A copy of the tax benefit report dated October 10, 2005 from M/s Patel & Deodhar, Chartered
Accountant and there consent to include their report on tax benefits in the Draft Letter of Offer
and Letter of Offer.
11. Appointment letters of the Lead Managers, Advisors, Registrars, Legal Advisors, Tax Consultants
and Bankers to the Issue.
12. Consents of Directors, Auditors, Legal Advisors to the issue, Lead managers, Advisors to the
Issue, Registrar to the Offer, Bankers to the issue, Bankers to the Company, Company Secretary
and Compliance Officer as referred to in their respective capacities.
224
13. General Power of Attorney executed by Directors of the Company in favour Mr. Pradeep Puri,
Ms. Monisha Macedo and Ms. Pooja Agarwal, for signing and making necessary changes to the
Draft Letter of Offer and Letter of Offer.
14. In principal approvals from BSE and NSE.
15. Due Diligence Certificate dated ____ from Lead Manager on filing of Draft Letter of Offer with
SEBI and in-seriatim reply to observations letter from SEBI.
16. Copy of Resolution of the Rights Issue Committee of Directors for Appointment of Company
Secretary as Compliance Officer
17. Appointment letter dated July 25, 2001 of Shri Pradeep Puri as the President & CEO of NTBCL.
18. Letter of Intent dated January 6, 2003 issued by the CDR Empowered Group of Banks and
Financial Institutions and an amendment letter dated January 16, 2003.
19. Audited Financial Reports of NTBCL for the FY 2000-01, FY 2001-02, FY 2002-03, FY 2003-04, FY
2004-05.
19. Copy of the board resolution dated January 30, 2004 and Copy of Shareholders resolution dated
March 25, 2004 approving the ESOP 2004. HRD Committee resolution dated April 6, 2004
granting options to eligible employees. HRD Committee resolution dated August 10, 2005
allotting options to eligible employees.
20. Tripartite Agreement between the Company, NSDL and Karvy Computershare Private Limited
dated November 6, 2000.
21. Tripartite Agreement between the Company, CDSL and Karvy Computershare Private Limited
dated July 25, 2002.
22. Copy of the Prospectus of the Company offering Fully Convertible Debentures in year 1999.
23. Copy of Resolution passed by board of directors dated October 19, 2005 fixing the price band.
24. UPSE letter UPSE/LC/2005-06 dated October 20, 2005 confirming the delisting of equity shares of
the Company with effect from October 20, 2005.
25. Loan agreement with IL&FS dated March 3, 2005.
225
226

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Private and Confidential

(Only for Equity Shareholders of the Company)

Draft Letter of Offer

NOIDA TOLL BRIDGE COMPANY LIMITED

202, Maker Tower E

Registrar to the Issue

46, Karvy House, Avenue 4, Street No.1,

GENERAL TERMS & ABBREVIATIONS

Annual General Meeting

Rights Issue Price/Issue

Government of Uttar Pradesh

Secretariat of Industrial Assistance

RISK FACTORS AND MANAGEMENTS PERCEPTION THEREOF

Internal to the Company

D) Material Litigations involving the Promoter group companies

The Company has not met with these conditions.

General slow down in economy during FY 2002 and FY 2003.

15) Loss Making Ventures of the Promoter

Name of the Company

MP Toll Roads Ltd.

Profit After Tax

16) Regulatory and Administrative risk

Management Perception: Termination of the Concession Agreement by NOIDA, Change in law

External to the Company

NOIDA TOLL BRIDGE COMPANY LIMITED

Tel No: 0120 2516438 / 2516447; Fax No: 0120- 2516440

Tel No: 0120 2516438 / 2516447; Fax No: 0120- 2516440

ELIGIBILITY FOR THE ISSUE

ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

THE DRAFT LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY

ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS

THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE,

WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN

LETTERS OF ALLOTMENT / REFUND ORDERS

LEAD MANAGER TO THE ISSUE

CARE AAA (SO)

B. Issued, Subscribed and Paid-Up Capital

C. Present Issue through this Letter of Offer

INCREASE IN AUTHORISED CAPITAL

Face Cumulative Issue

August 10, 2005

October 18, 2005

Company has since been

Top Ten Shareholders

Citigroup Global Markets Mauritius Private

* Held on behalf of AIG Indian Sectoral Equity Trust as Trustee

Shareholding of the Promoter, Directors of promoter and Promoter group

OBJECTS OF THE ISSUE

Issue Management fees

Schedule of Deployment of Funds

BASIS FOR ISSUE PRICE

* Diluted EPS of the Company on consolidated basis

* RONW of the Company on a consolidated basis

5. Net Asset Value (NAV) per share *

: 10th October, 2005

STATEMENT OF POSSIBLE TAX BENEFIT AVAILABLE TO THE NOIDA TOLL BRIDGE

UNDER INCOME TAX ACT, 1961 (THE ACT)

BENEFITS AVAILABLE TO THE COMPANY.

BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS.

satisfies the following conditions namely

the issue is made by a public company formed and registered in India;

BENEFITS AVAILABLE TO NON-RESIDENT INDIANS/NON-RESIDENT SHAREHOLDERS (OTHER