* Includes deduction on account of sale of scrap, receipt of insurance claim, theft of fixed assets by Landlords/unknown miscreants etc 3 (a) (i) Buildings include properties having carrying value of ' 490 Lakhs (Previous year ' 504 Lakhs) for which deeds of conveyance have yet to be executed in favour of the Company and ' 0.07 Lakhs (March 31,2017'0.07 Lakhs) towards cost of 70 shares of ' 100 each in a Co-operative Housing Society 3 (a) (ii) Buildings includes Land related properties and Boundary Wall at Sites having carrying value of ' 4,755 Lakhs (Previous year ' 4,978 Lakhs).
3 (a) (iii) Property, Plant and Equipment (PPE) includes assets mortgaged as security (Refer Note No. 18.2)
3 (a) (iv) The Company, in accordance with the Indian Accounting Standard (Ind AS 36) 'Impairment of Assets', performed an impairment test based on current expectations of the impact of recent developments in telecom Sector on projected cash flows in tower business. The Company is predominantly in the business of providing ''telecom towers'' on shared basis and as such there are no separate segments. Accordingly, all these tower assets were assessed as a single Cash Generating Unit (CGU), the CGU consists of Property, Plant and Equipment. The recoverable amount of the CGU is determined based on a value in use calculation using 10.75% as discount rate. The Carrying value of these assets exceeds its value in use and accordingly an impairment loss of Building ' 35 Lakhs and Plant & Equipments ' 1,508 lakhs has been recognized for the year ended March 31,2024 and the same has been disclosed as exceptional item (previous year Building ' 1,303 Lakhs and Plant & Equipments ' 57,351 lakhs).
3 (c) (ii) The Company's Investment Property as at March 31,2024 consists of Building as mentioned above
3 (c) (iii) The Fair Value of the Property as at March 31,2024 are ' 3,968 Lakhs (Previous year - ' 3,968 Lakhs).
The fair value is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers & Valuation) Rules, 2017.
The fair value measurement is categorised in Level 3 fair value hierarchy.
3 (c) (iv) Specific Charge - Banks, Financial Institutions and Asset Reconstruction Trust of the erstwhile standalone Company continue to have specific charge.
16.2 Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all the preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
16.3 Shares reserved for issue under options :
The Foreign Currency Convertible Bonds (FCCB) holders have the option to convert FCCB into 492,907,042 Equity Shares (Previous year 628,825,245). (Refer Note No. 22.1)
* Change due increase in equity share capital pursuant to allotment of shares upon conversion of FCCBs
** During the year ended March 31, 2019, entire shareholding held by GTL Ltd., which was pledged in favour of CDR lenders of GTL Ltd., through security trustee IDBI Trusteeship Services Ltd (ITSL) were invoked and transferred to account of ITSL under Securitisation and Reconstruction of Financial Assets and Enforcement of Securities interest Act 2002.
16.6 Out of total paid up capital, 94,062,121 equity shares allotted pursuant to compulsory conversion of Series A Bonds on maturity are not yet listed, since information regarding the Series A Bondholders are not available with the Company. In the absence of requisite information, the Company has allotted the said equity shares to a Trust, created for the benefit of Series A Bondholders.
Nature and purpose of Reserves
17.1 Equity Component of Compound Financial Instruments
Equity Component represents FCCB Series B1 & B3 Bonds compulsorily convertible into equity shares. (Refer Note No. 22.1)
17.2 Reconstruction Reserve
Created pursuant to scheme of arrangement approved by Hon'ble High Court in earlier years. It shall be utilised as per provisions of Companies Act 2013.
17.3 Capital Reserve
Created On Forfeiture of Preferential Convertible Warrants. It shall be utilised as per provisions of Companies Act 2013.
17.4 Securities premium
Created on conversion of Employee Stock Options Scheme , Preferential Warrants and Foreign currency convertible Bonds. It shall be utilised as per provisions of Companies Act 2013.
18.1 (a) I n 2018, post the unprecedented shutdown and exits of major customers like Aircel, RCom, Tata Tele etc., the
Company suffered a significant fall in revenue and EBITDA and there was an urgent need to right size the debt levels. At that time, the lenders of the Company chose to assign their respective debts in favour of Edelweiss Asset Reconstruction Company Limited (“EARC”). As of March 31,2024, 79.34% of Indian Rupee Debt of ' 322,625 Lakhs have been assigned in favour of EARC acting in its capacity as Trustee of EARC Trust-SC 338 vide assignment agreement executed in favour of EARC. The Company believed that once the assignment was completed, the debt would be restructured to sustainable levels in a timely manner and accordingly, the Company presented multiple Resolution Plans starting from April 2018 for consideration of lenders' consortium updating such plans from time to time after taking into account various developments in telecom sector. However, for reasons best known to them, the said Resolution Plans submitted by the Company were never considered by the lenders and also few lenders elected not to assign their respective debts to EARC.
(b) The Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 (which was uploaded on its website on November 23, 2022) has dismissed petition filed by Canara Bank for initiation of Corporate Insolvency Resolution Process (“CIRP”) under Section 7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The Hon'ble Tribunal held that the business of the Company is sustainable, it is a viable going concern under its current management and the overall financial health of the Company is not bad enough to be admitted under CIRP. Thus, in view of aforementioned, the petition is dismissed, against which Canara Bank has filed an appeal before National Company Law Appellate Tribunal, at Delhi (“NCLAT”). EARC who is the lead lender has also filed its intervention application in the said appeal, before NCLAT.
(c) IDBI Trusteeship Company Limited (ITSL) at the behest of lenders has, without the consent of and information to the Company, debited a total amount of ' 35,600 Lakhs, ' 28,000 Lakhs, ' 33,500 Lakhs and ' 14,000 Lakhs from the TrA account during financial year 2020-21, 2021-22, 2022-23 and 2023-24 respectively aggregating to ' 111,100 Lakhs as on March 31,2024. In the absence of consent of and information to the Company about such debits, the Company has provided the interest on borrowings after adjusting this amount in principal.
(d) Additionally, ITSL, on the instruction of lenders of the Company, has realised ' 3,401 Lakhs by way of sale of pledged equity shares. The said amount is reduced from the Lenders' outstanding amount and considered as other equity towards contribution of promoter group Company considering invocation of their pledged shares by the lenders.
(e) The Company received notices of recall of loans from EARC and IDBI Bank claiming alleged default of ' 382,261 Lakhs and ' 20,102 Lakhs respectively in terms of Master Restructuring Agreement dated December 31,2011 during financial year 2020-21. The Company has strongly refuted the claims and responded to said notices appropriately. Thus, in absence of directions from lenders as stated above, the Company continues to mention terms of repayment (Refer note No 18.3) and amount of Overdue (Refer note no. 18.4) as on March 31,2024 in terms of and in accordance with the payment schedule, terms and conditions of Strategic Debt Restructuring Scheme as approved by then lenders.
(f) As per the arrangements with the Lenders, the Company is required to comply with certain covenants and noncompliance with these covenants may give rights to the lenders to demand Repayment of the loans. Considering alleged claims of lenders and to comply with the requirement of Ind AS -1 “Presentation of Financial Statement”, the Company has classified Non-Current borrowings as Current Financial liability as an abundant precaution, which was classified for the first time in the Balance Sheet as at March 31,2019 .
18.2 (a) (i) Specific Charge - Banks, Financial Institutions and Asset Reconstruction Trust of the erstwhile standalone
Company and erstwhile CNIL continue to have specific charge on the assets or properties of respective companies as existed on the effective date of merger i.e December 22, 2017.
(ii) Personal guarantee of Mr. Manoj Tirodkar and sponsor support from Global Holding Corporation Private Limited (GHC) to Banks and Life Insurance Corporation of India (LIC).
(b) Foreign Currency Term Loan from Financial Institutions is secured as follows:
Specific Charge - Secured Foreign Currency Lender of erstwhile standalone Company will continue to have specific charge on the assets or properties of erstwhile standalone Company as existed on the effective date of merger i.e December 22, 2017.
(c) All Secured Lenders have parri passu charge on all the present and future current assets including Cash flow and assets or properties acquired and erected after the effective date of merger i.e December 22, 2017
18.3 Terms of Repayment
(i) Rupee Term Loans from Banks, Financial Institutions and Asset Reconstruction Trust (including Current Maturities of Long-term borrowings) having an effective yield of 10.75% over the tenure of the facility amounting to ' 365,522 Lakhs are repayable in 33 structured quarterly instalments ending on June 30, 2026 as per the SDR termsheet. The Maturity Profile of these loans is as set below:
(iii) Rupee Term Loan from Asset Reconstruction Trust having an Interest rate of 8% p.a aggregating to ' 10,493 Lakhs are repayable only after the Final Settlement date of all the other restructured Loans i.e., June 30, 2026 as per SDR terms,.
(iv) The Foreign Currency Term Loan (included Current Maturities of Long term borrowings) is repayable in 24 equated quarterly instalments of Euro 4 Lakhs starting from June 15,2013 and ending on March 15,2021. The loan carries Interest rate of 3 months Euribor 200 bps.
During the financial year 2020-21, the Company has received notices of recall of loans from Edelweiss Asset Reconstruction Company Limited (“EARC”) and IDBI Bank claiming alleged default of ' 382,261 Lakhs and ' 20,102 Lakhs respectively. However, in absence of directions from lenders as stated in Note No. 18.1, the Company continues to mention terms of repayment (Refer note No 18.3) and amount of Overdue (Refer note no. 18.4) as on March 31,2024 in terms of and in accordance with the payment schedule, terms and conditions of Strategic Debt Restructuring Scheme as approved by then lenders.
22.1 Foreign Currency Convertible Bonds (FCCBs) :
(i) During the financial year 2017-18, the Company had issued 80,745 Zero Coupon Foreign Currency Compulsorily Convertible Bonds due on 2022 of US$ 1000 each (“Series B1 Bonds), 86,417 Interest Bearing Convertible Bonds due on 2022 of US$ 1000 each (“Series B2 Bonds”) and 30,078 Zero Coupon Compulsorily Convertible due 2022 of US$ 1000 each (“Series B3 Bonds”) in exchange of the then Existing outstanding Interest Bearing Convertible Bonds due 2017 (“Series B Bonds”) of US$ 167,193,000 along with redemption premium and outstanding interest on Series B Bonds, pursuant to Offering Memorandum dated October 26, 2017. Since these bonds were issued against the cashless exchange offer, the Company did not receive any proceeds from the offering of the Series B1 Bonds, Series B2 Bonds and Series B3 Bonds.
(ii) Terms and Conditions of the Series B1 Bonds:
a. The Series B1 Bonds are compulsorily convertible into fully paid equity shares of ' 10 each on October 27, 2022 at a fixed rate of exchange of ' 65.1386 to US$.1.00 subject to certain adjustments as described in Terms and Conditions of Series B1 Bonds;
Floor Price in each case at a fixed rate of exchange on conversion of ' 65.1386 to US$ 1.00 subject to certain adjustments as described in Terms and Conditions of Series B1 Bonds.
b. The Series B1 Bonds do not bear any interest.
(iii) Terms and Conditions of the Series B2 Bonds:
a. The Series B2 Bonds bear interest at a fixed rate of 6.7310% p.a. payable semi-annually in arrears on 26 April and 26 October, beginning on the 12 months anniversary of the issuance of the Series B2 Bonds i.e. on October 26, 2018.
b. The Series B2 Bonds are redeemable at 100% of its principal amount on October 27, 2022 unless previously redeemed, converted or purchased and cancelled.
c. The Series B2 Bonds are convertible at the option of the holders of the Series B2 Bonds at any time from the date of the issue of the Series B2 Bonds up to the close of business on October 27, 2022 into Equity Shares at a conversion price equal to ' 10 per Share with a fixed rate of exchange on conversion of ' 65.1386 to US$ 1.00 subject to certain adjustments as described in Terms and Conditions of Series B2 Bonds.
d. Following the occurrence of a Change of Control, the holder of each Series B2 Bond will have the right at such holders option to require the Company to redeem in whole but not in part such holders Series B2 Bonds at 100% of their principal amount (Change of Control Put Price), together with accrued and unpaid interest and default interest (if any) up to and including the date of payment of the Change of Control Put Price.
(iv) Terms and Conditions of the Series B3 Bonds:
a. The Series B3 Bonds are compulsorily convertible into fully paid equity shares of ' 10 each on October 27, 2022 at a fixed rate of exchange of ' 65.1386 to US$ 1.00 subject to certain adjustments as described in Terms and Conditions of Series B3 Bonds;
b. The Series B3 Bonds do not bear any interest.
(v) Series B1 & Series B3 bonds have become compulsorily convertible upon maturity date i.e. October 27, 2022. The Company has requested bondholders to share their respective details for converting bonds and crediting equity shares to their respective account. However, the Company is awaiting the relevant details from the respective bondholders. Series B2 Bonds are redeemable and have matured on October 27, 2022. The lead secured lender has, however, informed the Company that till the entire outstanding Secured debt of the Secured lenders is fully paid off, no other creditor including Series B2 Bondholders, which rank sub-ordinate to the secured creditors, can be paid in priority. Hence, the Company could not redeem Series B2 Bonds on its maturity. Thus, as per the Terms and Conditions of Series B2 Bonds, in case of default in redemption of Series B2 Bonds, conversion right of bondholders will revive and /or will continue to be exercisable up to the date of receipt of redemption amount by the Principal Agent / Trustee of the Series B2 Bonds.
(vi) As on March 31,2024, 27,728.50 Series B1 Bonds, 37,612 Series B2 Bonds and 10,330 Series B3 Bonds were outstanding.
Defined Benefit Plan
The employee's Gratuity Fund Scheme, which is a defined benefit plan, is managed by the Trust maintained with Life Insurance Corporation of India [LIC]. The present value of obligation is determined based on actuarial valuation using Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for compensated absences is recognised in same manner as gratuity.
The estimates of rate of increase in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
The Expected Rate of Return of Plan Assets is determined considering several applicable factors. Mainly the composition of Plan Assets held, assessed risks, historical results of return on Plan Assets and the Company's policy for Plan Assets Management.
g. Sensitivity Analysis
Significant Actuarial Assumptions for the determination of the defined benefit obligation are discount trade, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of Sensitivity analysis is given below:
Considering the current situation of telecom scenario mentioned in note no. 57 and dismantling of sites as mentioned in note no. 58, the Company carried out an impairment test of its property, plant and equipment in accordance with the Indian Accounting Standards (Ind AS) 36 - 'Impairment of Assets' and found that the Carrying cost of these assets exceeds its value in use; therefore, an impairment loss of ' 1,543 Lakhs has been recognized for the year ended March 31,2024 (previous year ' 58,654 Lakhs) and the same has been disclosed as exceptional items.
36. ARBITRATION:
Pursuant to the Energy Management Agreement, Field Level Management Services Agreement and Suspension Agreement, GTL Limited (“GTL”) had invoked arbitration proceedings against the Company and claimed an amount of ' 69,000 Lakhs along with damages. Three retired Supreme Court Judges were formed an Arbitral Tribunal and examined the underlying facts of the matter. The Hon'ble Tribunal had passed an interim award dated December 17, 2019 directing the Company to pay an amount of ' 44,000 Lakhs to GTL. The balance claim of ' 25,000 Lakhs is still under consideration by the Hon'ble Arbitral Tribunal and the matter is reserved for final order. The Company preferred an appeal against the interim award before the Hon'ble Delhi High Court and the same had been dismissed while confirming the interim award passed by the Hon'ble Arbitral Tribunal. In view of the Arbitration award and dismissal of appeal by Hon'ble Delhi High Court, the Company had provided ' 44,000 Lakhs as claims against arbitration and disclosed the same as exceptional items in the financial statements in FY 2019-20.
During the month of June 2020, EARC filed an appeal before the Hon'ble Delhi High Court (“EARC Appeal”) challenging the interim Award passed by the Hon'ble Arbitral Tribunal dated December 27, 2019. The EARC appeal was disposed off by the Hon'ble Delhi High Court on November 18, 2020 and modified the Interim Award to the extent that all payments directed thereunder, would be deposited, not with the Company or in an Escrow Account to be maintained by the Company, but in the TRA, created and maintained in accordance with the TRA Agreement. The said payments are to be kept deposited in the TRA Account subject to further orders to be passed by the Hon'ble Arbitral Tribunal.
Subsequent to the said Judgment and Order dated November 18, 2020, EARC filed a Clarification Application and Review Petition with regards to the said Judgment and Order dated November 18, 2020 before the Hon'ble Delhi High Court which were dismissed on February 3, 2021 and February 4, 2022 respectively.
EARC thereafter filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court of India, against the Hon'ble Delhi High Court orders dated November 18, 2020 and February 4, 2022. EARC through Impleadment application has requested to the Hon'ble Supreme Court to implead the non-assigning lenders of the Company to the said SLP. Company has filed its reply. After hearing all the parties, on May 13, 2024, Hon'ble Supreme Court disposed of the said SLP of Appeal modifying the Hon'ble Delhi HC order dated November 18, 2020 as, “...we modify the said portion and direct that the amount shall be subject to the orders in Commercial Suit No.87/2020 pending before the Bombay High Court”.
37. DISCLOSURE ON LEASES:
[A] Company as a lessor
The Company has entered into operating lease arrangement with its customers for Infrastructure provisioning. The following table sets out the Maturity analysis of lease receivable for the lock in period of the customers after the reporting date:
38. CONTINGENT LIABILITIES AND COMMITMENTS: [A] Contingent Liabilities:
i. Contingent Liabilities:
|
|
' in Lakhs
|
Particulars
|
As at
March 31,2024
|
As at
March 31,2023
|
Bank guarantees (Provided under contractual and legal obligations)
|
29
|
29
|
Claims against the Company not acknowledged as debts.
|
1,79,339
|
1,65,038
|
Amount deposited under protest' 1034lakhs (Previous year ' 1,351 lakhd) Disputed liability in respect of indirect tax matters under appeal.
|
35,114
|
65,505
|
Amount deposited under protest' 1,984 lakhs (Previous year ' 1,450 lakhs) Disputed liability in respect of direct tax matters under appeal
|
1,352
|
13,240
|
ii. Certain Legal issues are outstanding against the Company mainly in relation to the alleged non-compliance of policies of municipal corporations, cases pending for permanent injunctions, objections by the local residents, disputes with site owners, in respect of which the amounts cannot be quantified at this stage and therefore the Contingent Liability in respect of this could not be determined.
The Company does not expect any material financial effect of the above matters under litigation.
39. CENVAT CREDIT:
During earlier years, as legally advised, the Company's CENVAT credit aggregating to ' 7,993 Lakhs was utilized for discharging service tax liability of Chennai Network Infrastructure Limited (CNIL), an erstwhile Associate, which subsequently got merged with the Company. CNIL also paid the same amount to the Service Tax Authority under Voluntary Compliance Encouragement Scheme (VCES) in November, 2013. Subsequently, the Company filed a writ petition in Hon'ble Bombay High Court for seeking restoration of this CENVAT credit and based on the Hon'ble Bombay High Court direction, CESTAT passed the order in March 2015 for allowing the Company to restore the said amount as CENVAT credit. The Service tax authorities have filed an appeal with the High court challenging the CESTAT order passed in March 2015. The Company has been advised that there will not be any cash outflows in this regard.
40. PROPERTY TAX:
The Hon'ble Supreme Court vide its order dated December 16, 2016 upheld that “Mobile Telecommunication Tower” is exigible to Property Tax and the State can levy property tax to Mobile Tower Companies. While deciding the Special Leave Petition (SLP) for Mumbai region matters, the Hon'ble Supreme Court had given liberty to agitate the issue with regard to the retrospective operation of assessment/demand of property tax and the quantum thereof before the appropriate forum. Subsequent to the Judgment of Hon'ble Supreme Court in January 2017; the Company had filed an appeal before the Hon'ble Bombay High Court challenging the quantum of property tax and other issues, which was dismissed by an Order dated April 18, 2017.
The Company preferred a Special Leave Petition (SLP) against the said Order with regards to the manner, quantum, component of property tax and other issues. The same was heard on January 25, 2018 and the Hon'ble Supreme Court was pleased to issue a notice to Municipal Corporation. Also, the Hon'ble Supreme Court has directed the Municipal Corporations to maintain status quo. The said SLP was finally disposed off by an order dated January 02, 2019 and Hon'ble Supreme Court has set aside the Bombay High Court order dated April 18, 2017 and has directed the Bombay High Court to decide the Writ Petition on merits. The Company has filed an amendment application before the Hon'ble Bombay High Court in view of the Hon'ble Supreme Court order and developments happened during the pendency of the SLP before Hon'ble Supreme Court.
Another IP Company namely ATC Telecom Private Limited (“ATC Company'') has preferred an appeal before Hon'ble Supreme Court against the Order of the Hon'ble Gujarat High Court on the rates and taxes to be fixed for mobile towers in lieu of the amendment made in the Gujarat Provincial Municipal Corporation Act, 1949 in the year 2011. The Hon'ble Supreme Court after hearing the ATC Company in September, 2018 has granted leave and the matter is pending for final hearing. Further, The Company has also filed a SLP on July 10th 2019, bearing SLP of 2019 before Hon'ble Supreme Court against Nagpur Municipal Corporation challenging the calculation and quantum of the Property Tax. The Hon'ble Supreme Court has given a stay on the Hon'ble High Court Order subject to payment of 50% of the demanded amount and tagged the said matter with SLP filled by ATC Company. With respect to the few sites where demand notices for property tax have been received, the Company has contested the demands by filing writ petitions in appropriate Courts for the assessment of property tax demand / retrospective levy of property tax, procedure and quantum that have been demanded. Various High Courts have passed orders not to take any coercive action till the admission of matter. As on March 31,2024 the Company is having telecom sites spread across 25 circles in India. Out of which the levy of property tax is not applicable in 12 Circles and the Company has also not received any demand notice for property tax from the local authorities of such circles. Further, in the month of August, 2023 Department of Telecommunication (DOT) has passed an order directing all authorities not to levy Property Tax to Infrastructure Providers in lieu of the West Bengal State Infrastructure Policy, 2023 which is applicable for Kolkata and West Bengal Circle.
For the remaining sites spread across 11 number of circles, the Company is currently involved in litigations at various forums, and in case of some circles, the levy is being challenged by other Infrastructure Provider (IP) Company.
The Company has paid Property Tax in accordance with specific High Court/Supreme Court Orders and in subsequent years also paid the basic tax component as per demand note under protest in order to avoid site sealings by the authorities. These payments were accounted for as expenses in the respective years of payment. In case where the Company has not contested/litigated the property tax demands, the basic tax component of demand note has been duly paid and accounted in expenses in the respective years. The balance amount of demand estimated based on the facts above have been reported under contingent liability.
The matter being still sub-judice with respect to the component of Property Tax, non-receipt of demand notices for majority of the sites, the Company has reported the same in provisions or contingent liability depending on status of dispute. Accordingly, the Company has reported estimated liability towards property taxes in its financial statements either as provision or contingent liability
* Includes shares to be issued to the holders of Foreign Currency Compulsorily Convertible Bonds (FCCB Series-B1 & B3).
# The effect of Interest-Bearing Convertible Bonds (FCCB Series-B2) on the Earnings per Share is anti-dilutive and hence, the same is not considered for the purpose of calculation of dilutive Earning per Share.
43. Details of loans given, investment made and guarantees given, covered U/s 186(4) of the Companies Act, 2013
The Company has not given any Loan or Guarantee to any party for their borrowings during the FY 2023-24. The Company has not made any investments during the FY 2023-24. Refer note no. 4 and 9 to the Financial Statements.
44. DEFERRED TAX:
a. Reconciliation of tax expenses and the accounting profit multiplied by domestic tax rate
During the Financial Year 2023-24, the Company has incurred losses and pursuant to the provisions of the Income Tax Act,1961 no tax expenses has been recognized in the statement of Profit and Loss.
Since the Company has opted for taxation under section 115BAA, the applicable tax rate for the financial year 2023-24 is 25.16 % (including Surcharge and Cess)
45. DISCLOSURE OF REVENUE RECOGNITION:
(a) Disaggregated Revenue information & Performance Obligation
The Company provides passive infrastructure on shared basis to telecom operators (Telcos) for hosting their active network components. The business model of passive infrastructure sharing is based on building, owning, operating and maintaining passive telecom infrastructure sites capable of hosting active network components of various technologies of multiple Telcos. The Company operates solelywithin the geographic boundaries of India. The main source of revenue includes Infrastructure Provisioning fee (IPF) and Reimbursements of Energy & Other Costs. It's an ongoing service performance obligation based on long term contracts with the customers with pre-defined lock in periods. Contracts are optimally designed based on fixed or actual contract basis matrix. Since the performance obligation is an ongoing process, the same is billed on monthly basis/satisfaction of conditions in contract, which falls due for payments within up to 30 days of billing or advance as per terms of contract. (Refer note no. 27 for Segregation of Revenue).
(b) Trade Receivable and contract balances
The timing of revenue recognition, billings and collections results in receivables, unbilled revenue and unearned revenue on the Company's Balance Sheet. Amounts are billed in accordance with agreed-upon contractual terms on monthly basis. The Company's receivables are rights to consideration that are unconditional. Unbilled revenues comprising revenues in excess of billings from the contracts, which are classified as financial assets when the right to consideration is unconditional and is due only within a month. Invoicing to the customers is based on the contracts and therefore, the timing of revenue recognition is different from the timing of invoicing to the customers. Invoicing in excess of earnings is classified as unearned revenue. Trade receivables are presented net of provision in the Balance Sheet.
48. SEGMENT REPORTING:
The Company is predominantly in the business of providing “Telecom Towers” on shared basis and as such there are no separate reportable segments. The Company's operations are only in India.
Revenue from Operations includes ' 137,201 Lakhs (previous year ' 135,310 Lakhs) towards aggregate amount of revenue from three customers (previous year three customers), who individually contributes more than 10% of total revenue of the Company.
These revenues are attributed to the Revenue from Telecom / Network Infrastructure Facilities, Energy and Other reimbursements.
49. FAIR VALUE:
Set out below, are the carrying amounts and fair value of the Company's financial assets and liabilities that are recognized in the Financial Statements.
Fair Valuation techniques used to determine fair value
The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data
available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following methods and assumptions were used to estimate the fair values:
i. Fair Value of mutual fund are reported as per Net Asset Value.
ii. The fair values of non-current loans/Borrowings and security deposits for leases are calculated based on Discounted Cash Flows technique (DCF) using a current lending rate relevant to the instrument
iii. Fair value of trade receivable, cash & cash equivalents, other bank balances, trade payables, loans and other financial assets and liabilities are approximate to their carrying amounts largely due to the short-term maturities of these instruments.
iv. Fair Value of financial instruments measured at amortized cost such as Deposits, Borrowings, Lease Liabilities etc. are approximate to their Carrying values.
v. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
51. FAIR VALUE HIERARCHY:
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques: -
Level 1: - Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities, it includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators as at the balance sheet date.
Level 2: - Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments, that are not traded in an active market, which is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the Group specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.
Level 3: - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs), if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The following table provides the fair value measurement hierarchy of the Company's Assets and Liabilities:
52. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES:
The Company's principal financial liabilities comprise loans and borrowings including Interest thereon, Lease Liabilities, Trade payables, Capex Creditors, deposits from Customers and others Financial Liabilities. The main purpose of these financial liabilities is to finance the Company's operations, including Tower/Network upgradation projects under implementation. The Company's principal financial assets include Investments, Deposits, loans and advances, receivables and cash and bank balances that are derived directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Risk Management Committee in consultation with Audit Committee of the Board of Directors of the Company oversees the management of these risks. The focus of Risk Management is to assess risks, monitor, evaluate and deploy mitigation measures to manage these risks within risk appetite. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:
1) Market Risk
Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial Instrument affected by market risk includes loans and borrowings, deposits and mutual funds.
As the revenues from Company's tower business are dependent on the sustainability of Telecom sector, Company believes that macro-economic factors, including the growth of Indian economy, interest rates as well as political & economic environment, technological Obsolesce, Operators going out of the business have a significant direct impact on Company's business, results of operations & financial positions. There are following positive developments in telecom sector:
1. Government of India has introduced new telecom policy that to reform and simplify the regulatory and licensing regime for telecommunications. The policy is expected to remove bottlenecks in creating telecom infrastructure, protects users and provides a four-tiered structure for dispute resolution.
2. Bharat Sanchar Nigam Limited is in process to launch 4G and 5G services in 2024, as part of the revival package which was approved by the Government of India.
3. In March 2024, Vodafone Idea Limited's shareholders approved a plan to raise ' 45,00,000 Lakhs for growth capex, of which ' 18,00, 000 Lakhs has been raised through successful FPO in April 2024. VIL is expected to roll out 4G and 5G sites.
4. Bharti Airtel Limited and Reliance Jio Infocomm Limited continue to roll out new sites to penetrate their 5G network.
5. Hike in mobile call and data tariffs by telecom operators thereby increase in Average Revenue Per User (ARPU). The above are clear indicators of a huge opportunity for Tower Companies in India, as many new locations will be required for capacity expansion and greenfield coverage across India. In light of the same, the management of the Company believes that the aforementioned events in telecom sector are positive developments which will lead to increase in demand for its towers and thereby increase in the revenue and EBITDA levels. The Company has already mapped sites for proposed 4G/5G rollout by its customers and negotiations are on to onboard the customers on unused sites.
(i) Above exposure does not include exposure towards Foreign Currency Compulsory Convertible Bonds (FCCB) B1 & B3. Dispute related to FCCB B1 Series is disclosed under Contingent Liabilities in note no. 38.
(ii) Amounts in INR are recorded at the closing exchange rates applicable at the respective year end as stated on the Reserve Bank of India website.
(iii) Amounts reported above are at actuals while same are measured at amortized cost in the Financial Statements as per the requirement of Ind AS 109.
c) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Company's fixed rate long term borrowings, which constitute more than 95% of the total borrowings, carry step up interest rate with a predetermined yield rate which is fixed throughout the tenor of the borrowings, whereas floating rate long Term Borrowing is exposed to market rate fluctuations. As such, considering the ratio of fixed rate and floating rate borrowings, risk exposure is at minimum level.
d) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's borrowings related to its foreign currency convertible bonds & foreign currency loan.
Foreign currency risk is managed by effective foreign risk management framework based on risk perception of the management
Foreign Risk sensitivity:
The following table demonstrates the sensitivity in the USD & Euro to Indian Rupees with all other Variable held constant. The effect on loss before tax due to foreign exchange rate fluctuation:
e) Commodity Price Risk
The Company invests on upgradation of its tower assets which includes purchases of A class items like Battery banks, Diesel Generators, SMPS and other electrical items. The prices of these items fluctuate based on the prices of its raw material.
In case of battery bank the Lead price is based on LME rate (London Metal Exchange), with any variation in the LME rates, the manufacturing price of battery also gets impacted.
Further, Company consumes Diesel and Electricity for running its tower sites. These rates for Diesel and Electricity fluctuate based on central & state policies and geo political situations. Company has entered into contracts with the Customers for recovery of Diesel and Electricity Expenses. These contracts are linked with actual Diesel and Electricity Rates thus resulting in natural hedging.
Commodity price risk is managed by effective risk management framework with help of Company's Supply Chain Management Team and Central Purchasing Committee based on risk perception.
2) Credit Risk
Credit risk refers to the risk of default of obligations by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and investments in mutual funds.
Trade Receivables:
The Company periodically assesses the financial reliability of its customers, taking into account the current economic trend, business challenges, historic trend of payments, bad debts & ageing of accounts receivables. The Company provides Passive Telecom Infrastructure to Telecom Operators in India. During previous few years, all telecom companies faced increased pressure on earnings and financing fronts, which in turn adversely impacted financing and fund-raising plans of tower companies.
The Company lost substantial number of tenancies in last decade, due to various events which were beyond management control, such as shutdown/exit of major telecom operators including Aircel Group, Reliance Communications and Tata Tele, Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it has binding long term contractual lock in arrangements with Aircel/other customers and accordingly, continues to pursue its claim of approx. ' 15,31,482 Lakhs arising out these developments. One of the customers, is not paying its monthly invoices raised by the Company on time and delaying the same by Four/Five months. Even after continuous follow-up, apart from making delayed payment, it is unilaterally making deductions. Additionally, due to long pending overdue and uncertainty in collection the Company has already initiated the arbitration and recovery proceedings against the defaulting customers. The leading operators have proposed to change in Energy billing mechanism from Fixed Energy Method to at Actuals. The Company, as a part of its risk management plan, has proactively taken various measures including negotiations, legal measures to recover its dues from defaulting operators. The Company is taking measures to ensure smooth operations and contracted network time for customers which would enable the Company to keep the credit risk at moderate level. The Company has also obtained security deposits from its customers which in turn mitigate the credit risk to that extent. For trade receivables Company applies 'simplified approach' which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analyzed. The Company fully provides for receivables outstanding for over 6 months unless collection is assured . In certain cases, it also makes provisions for receivables outstanding for less than 6 months based on its estimates. Financial instruments and Bank deposits
The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which its balances and deposits are maintained. The Cash and Cash Equivalents balance includes ' 44,000 Lakhs as earmarked pursuant to Arbitration Award in favor of GTL Limited (Refer Note No.36) and ' 13,277 Lakhs (Previous year ' 13,591 Lakhs) earmarked towards Expenditure & Capex as per TRA mechanism. The Company does not maintain significant cash and deposit balances other than those required for its day-to-day operations.
3) Liquidity Risk
Liquidity risk is that the Company will not be able to settle or meet its obligation on time or at reasonable price. Company's principal sources of liquidity are cash flows generated from its operations including deposits and advances received from customers as a part of its contractual terms. In view of telecom sector developments affecting the Company, various steps have been initiated by the Company to ensure that liquidity risk remains at low level.
The Company lost substantial number of tenancies in last decade, due to various events which were beyond management control, such as shutdown / exit of major telecom customers including Aircel Group, Reliance Communications and Tata Tele, Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it has binding long term contractual lock in arrangements with Aircel/other operators and accordingly, continues to pursue its claim of approximately ' 15,31,482 Lakhs arising out these developments. One of the Customers, is not paying its monthly invoices raised by the Company on time and delaying the same by Four/Five months. Even after continuous followup, apart from making delayed payment, it is unilaterally making deductions. Additionally, Other Customer has long pending overdue and there is uncertainty in collection. The Company has already initiated the arbitration and recovery proceedings against the defaulting customers.
The Company, in these circumstances, has proactively taken various steps to ensure smooth operations and contracted network uptime for its existing customers, namely VIL, Reliance Jio, Bharti Airtel, BSNL etc. These steps include reduction in fixed/semi variable costs including wages, electricity and diesel charges, operations and maintenance charges, ground rent, terminating non-paying site after following contractual process, initiating arbitration for recovery of dues etc. Further, the Company is in the process of re-negotiating its arrangements with existing vendors. These steps are expected to enable the Company to remain EBITDA positive.
One of the remaining secured lenders, who didn't assign its debt to EARC, allegedly claiming ' 64,638 Lakhs and has filed proceedings before the National Company Law Tribunal (the “NCLT”) under Insolvency and Bankruptcy Code 2016. The Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 has dismissed petition. The said lender has filed an appeal against this order before National Company Law Appellate Tribunal (“NCLAT”). In the meantime, EARC who is the lead lender of the Company has filed its Intervention Application and now matter is posted for hearing.
The Company is optimistic that various resource optimization initiatives under taken by the Company along with positive developments in telecom sector can lead to stabilization and revival.
53. CAPITAL MANAGEMENT:
For the purpose of the Company's capital management, capital includes issued equity capital, mandatorily convertible foreign currency bonds, securities premium, all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure continuity of the operating activities of the Company.
The Company manages its capital structure in light of changes in the requirements of the financial covenants. The funding requirement is met through internal accruals of the Company.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2024.
• The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
• The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
• The Company has not received any fund from any person(s) or entity(s), including entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
• The Company does not have any such transaction which is not recorded in the books of accounts surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.
• No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
• The Company is not declared willful defaulter by any bank or financial institution or other lender.
56. The management and authorities have the power to amend Financial Statements in accordance with section 130 and 131 of Companies Act, 2013.
57. GOING CONCERN:
The Company has from time to time informed about various developments in Indian Telecom Sector, which were beyond the control of the Company and the management. The first set of issues included the landmark judgement of the Hon'ble Supreme Court cancelling 122 2G telecom licenses in February 2012 (including licenses of Uninor, Videocon, Etisalat, Idea and Tata), the Vodafone Tax issues, the 3G auctions and the unsustainable debt accumulated by the telecom companies. All these factors led to mass exits of operators and significant scale down by the remaining. As a result, majority of the Company's telecom sites turned into single tenant sites.
Thereafter, the year 2017-18 has seen unprecedented shutting down of some of the major telecom operators such as Aircel Group (then largest customer of the Company), Tata Teleservices, Reliance Communication, Shyam Sistema (merged with Reliance Communication) and Telenor (merged with Airtel). These events were beyond the control of the management. The
Resultantly, these operators abandoned tower sites of the Company making more than 14,000 towers sites unoccupied, which was more than 50% of the total tower portfolio. These discontinuing operators did not make any payment of their contractual dues to the Company, including rent payable to landlords, statutory dues such as property tax, NA tax, local body tax, employees' dues and vendors' claims etc., many of which are pass through payments for the Company. As a result, the Company was saddled with substantial costs and liabilities including rents, vendors' claims and statutory dues on such unoccupied towers without any revenue.
This led to reduction in the revenue and a sharp decline in the Company's EBITDA, plummeting from over ' 1,10,000 Lakhs at its peak to less than ' 30,000 Lakhs, resulted in erosion of Company's net worth and necessitating provision for impairment of property, plant and equipment.
As a consequence of the above developments, there was an urgent need to right size the debt levels. At the time, the majority of then lenders of the Company chose to assign their respective debts in favor of Edelweiss Asset Reconstruction Company Limited (“EARC”). The Company believed that once the assignment was completed, the debt would be restructured to sustainable levels in a timely manner and accordingly, the Company presented multiple Resolution Plans starting from April 2018 for consideration of lenders' consortium updating such plans from time to time after taking into account various developments in telecom sector affecting the business of the Company.
However, for reasons best known to the lenders, the said Resolution Plans submitted by the Company were never considered by the lenders and also few lenders elected not to assign their respective debts to EARC. Further, a Techno-Economic Viability study for better understanding of the realistic sustainable debt was not carried out.
Additionally, the Company has received notices of recall of loans from EARC and IDBI Bank claiming alleged default in terms of Master Restructuring Agreement dated December 31,2011. The Company has strongly refuted the claims as lenders were fully aware that post ARC sell it was essential to restructure. In the meantime, lenders also liquidated shares pledged with them, thereby appropriating ' 3,401 Lakhs towards borrowings. The above events cast significant doubt on the Company's ability to continue as a Going Concern.
Despite the above developments, there are following positive developments in telecom sector, which will lead to stabilizing telecom sector:
1. Government of India has introduced new telecom policy that is expected to reform and simplify the regulatory and licensing regime for telecommunications, even as it removes bottlenecks in creating telecom infrastructure, protects users, and provides a four-tiered structure for dispute resolution.
2. Bharat Sanchar Nigam Limited is in process to launch 4G and 5G services in 2024, as part of the revival package which was approved by the Government of India.
3. In March 2024, Vodafone Idea Limited's shareholders approved a plan to raise ' 45,00,000 lakhs for growth capex, of which ' 18,00,000 Lakhs has been raised through successful FPO in April 2024. VIL is expected to roll out 4G and 5G sites to match footprint of its competitors.
4. Bharti Airtel Limited and Reliance Jio Infocomm Limited continue to roll out new sites to penetrate their 5G network.
5. Hike in mobile call and data tariffs by telecom operators thereby increase in Average Revenue Per User (ARPU).
The above are clear indicators of a huge opportunity for Tower Co's in India, as many new locations will be required for capacity expansion and greenfield coverage across Pan India circles. In light of the same, the management of the Company believes that the aforementioned events in telecom sector are positive developments which will lead to increased demand for its towers and thereby increase in the revenue and EBITDA levels. The Company has already mapped its sites for proposed 4G/5G roll out by its customers.
Further, the Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 has dismissed petition filed by one of the secured lenders for initiation of Corporate Insolvency Resolution Process (“CIRP”) under Section 7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The Hon'ble NCLT observed in its order that the business of the Company is sustainable, it is viable going concern under its current management and overall financial health of the Company is not bad enough to be admitted under CIRP.
In addition to the above, various resource optimization initiatives undertaken by the Company, can lead to stabilization and revival. The Company is also regular in payment of statutory dues, taxes, employee dues etc. Further, the Company also continues to pursue contractual claims of approx. ' 15,31,482 Lakhs from various operators in respect of premature exits by them in the lock in period.
Considering the above and as the Company do not have any intention to discontinue its operations or liquidate its assets, the Company continues to prepare the books of account on Going Concern basis.
58. UNAUTHORIZED DISMANTLING/THEFT OF UNOCCUPIED SITES:
As stated in Note No. 57, the Company and the telecom sector as a whole, suffered a series of setbacks and existential challenges over last decade. All these factors, which were beyond the control of the management and the Company, led to either closing down of operations by telecom operators or consolidation among other telecom operators. Resultantly, despite having long term contracts with the telecom operators, the Company lost around 67,786 tenancies since 2012 from such discontinuing telecom operators.
The discontinuing operators abandoned tower sites of the Company making more than 14,000 towers sites unoccupied, which was more than 50% of the total tower portfolio. Post abandonment of these towers, the discontinuing operators didn't make payment of their contractual dues including rent payable to landlords, statutory dues, employees' dues and vendors' claims etc., many of which are pass through payments for the Company. As a result, the Company was saddled with substantial costs and liabilities including rents, vendors' claims and statutory dues on such unoccupied towers without any recovery. The Company has already litigated with such discontinued operators to recover its contractual dues, which are amounting to more than ' 15,31,482 Lakhs.
The Company, on monthly basis, has been requesting EARC being Monitoring Institution to allow payments due to the landlords of the unoccupied sites, the same is yet to be approved by EARC. The Company had also attempted to salvage unoccupied tower sites and accordingly resolution plans submitted by the Company included payment of rent to landowners, settlement to vendors and employees. However, none of the resolution plans were considered by the lenders till date.
Due to non-receipt of the rental amounts, the disgruntled landowners have sent legal notices and filed various cases including criminal cases against the Company and its officials. Moreover, many of the landowners blocked access to our Company's
employees to the sites. Exploiting such situations, unknown miscreants / disgruntled landowners have also resorted to unauthorized dismantling / theft of towers and equipment's attached thereto.
During the year ended March 31,2024, 903 sites (Previous Year 2,932 sites) got dismantled out of the above unoccupied sites. This has resulted into a loss (net off WDV of useful items taken to stores) of ' 641 Lakhs for the year ended March 31,2024 (Previous year ' 34,169 Lakhs) which is included in other expenses in the Financial Statements.
To mitigate the risk of dismantling and in order to protect its assets from such miscreants, the Company has already initiated various steps which includes carrying out additional surveys, discussion with landowners, legal actions against such miscreants, recovering site material, lodging of police complaints / FIR and insurance claim etc. Additionally, the Company has proactively implemented Tower Vigilance Teams (TVT) in areas prone to theft to prevent the dismantling and theft of towers and tower materials. This strategic deployment of TVT has yielded significant positive outcomes, with the Company successfully curbing a high number of tower theft incidents. In few cases, thieves have been arrested by the police before unauthorized dismantling and theft of towers / material. However, the risk of unauthorized dismantling and theft of towers and material persists until the comprehensive resolution of unpaid liabilities on unoccupied towers is achieved.
59. The figures for the corresponding previous year have been regrouped/rearranged wherever necessary, to make them comparable.
60. These financial statements have been approved for issue by the Board of Directors at their meeting held on May 14, 2024.
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