MIRA INFORM REPORT
|
Report Date : |
18.11.2013 |
IDENTIFICATION DETAILS
|
Name : |
GTL INFRASTRUCTURE LIMITED |
|
|
|
|
Registered
Office : |
3rd
Floor, Global Vision, Electronic Sadan
– II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai-400710, Maharashtra |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2013 |
|
|
|
|
Date of
Incorporation : |
04.02.2004 |
|
|
|
|
Com. Reg. No.: |
11-144367 |
|
|
|
|
Capital Investment
/ Paid-up Capital : |
Rs.23067.997
Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L74210MH2004PLC144367 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMG10575F |
|
|
|
|
PAN No.: [Permanent Account No.] |
AACCG2107K |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
Service Provider of Telecom Towers. |
|
|
|
|
No. of Employees
: |
457 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
B (26) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
Maximum Credit Limit : |
USD 65000000 |
|
|
|
|
Status : |
Moderate |
|
|
|
|
Payment Behaviour : |
Slow |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is an established company having moderate track record. The
company is continuously incurring losses from its operation. However, trade relations are reported as fair. Business is active.
Payment terms are reported to be slow. The company can be considered for business dealings with great
caution. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – March 31st, 2013
|
Country Name |
Previous Rating (31.12.2012) |
Current Rating (31.03.2013) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
The current downturn
provides an opportunity to push ahead with reforms to accelerate growth, says
the latest India Development Update report released by the World Bank. The
report says that the adverse effects of rupee depreciation are likely to be
offset by the gains in the exports performance due to improved external
competitiveness. Since May this year, the local currency has depreciated
substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.
A stagflation like
situation appears to have arisen as inflation jumped to an eight month high of
6.46 % for the month of September. It is up from 6.10 % in August. Growth
continues to be muted with factory output plunging to 0.6 % in August.
Onion prices have risen nearly 300 % from last September. Vegetables cost
nearly 90 % more than they did last year. Wake up to the economic contribution
of slum dwellers. They contribute more than 7.5 % to the country’s gross
domestic product, according to a recent study conducted in 50 top cities.
136000 estimated number
of jobs created during the second quarter of the current financial year. 50000
estimated number of additional jobs in the field of corporate social
responsibility in the coming years.
The International
Finance Corporation expects to come out with its rupee linked bonds issue
before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple
iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has
been launched in India from 1st November.
The Land Acquisition
Act to provide just and fair compensation to farmers will come into force from
January 1 next year, said Rural Development Minister Jairam Ramesh. The Act
replaces a 119 year old registration. The Securities and Exchange Board of
India has approved the trading of currency futures on the Bombay Stock
Exchange. The exchange plans to launch the currency futures platform with
advanced trading technology by the end of November.
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (EMPLOYEE PROVIDENT FUND) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
INFORMATION PARTED BY (GENERAL DETAILS)
|
Name : |
Mr. Dhiresh Jha |
|
Designation : |
Accounts Department |
|
Contact No.: |
91-22-22715000 |
|
Date : |
13.11.2013 |
LOCATIONS
|
Registered Office : |
3rd Floor, Global Vision, Electronic Sadan – II, MIDC, TTC Industrial
Area, Mahape, Navi Mumbai-400710, Maharashtra, India |
|
Tel. No.: |
91-22-27673000/ 27673500 |
|
Fax No.: |
91-22-39137440/ 27673666 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Head Office : |
412, Janmabhoomi Chambers,
29, Walchand Hirachand Marg,
Ballard Estate, Mumbai-400038, Maharashtra, India |
|
Tel. No.: |
91-22-22613010 / 22715000 |
|
Fax No.: |
91-22-22619649 / 7000 |
|
|
|
|
Branches : |
Located at:
|
DIRECTORS
As on: 31.03.2013
|
Name : |
Mr. Manoj G Tirodkar |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. N Balasubramanian |
|
Designation : |
Vice Chairman |
|
|
|
|
Name : |
Mr. Vinod B Agarwala |
|
Designation : |
Director |
|
|
|
|
Name : |
Dr. Anand Patkar |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Vivek Kulkarni |
|
Designation : |
Director (upto September 27, 2012) |
|
|
|
|
Name : |
Mr. Charudatta Naik |
|
Designation : |
Director |
|
|
|
|
Name : |
Milind Naik |
|
Designation : |
Whole-time Director and Co-COO |
|
Date of Appointment: |
21.07.2011 |
|
|
|
|
Name : |
Mr. Satya Pal Talwar |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Vijay M Vij |
|
Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Mr. Nitesh A. Mhatre |
|
Designation : |
Company Secretary |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on: 30.09.2013
|
Names of Shareholders |
No. of Shares |
Percentage of Holding |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
453289282 |
19.65 |
|
|
453289282 |
19.65 |
|
|
|
|
|
Total shareholding of Promoter and Promoter Group (A) |
453289282 |
19.65 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
36391 |
0.00 |
|
|
1032850749 |
44.77 |
|
|
30094886 |
1.30 |
|
|
317051698 |
13.74 |
|
|
8235453 |
0.36 |
|
|
8235453 |
0.36 |
|
|
1388269177 |
60.18 |
|
|
|
|
|
|
68199861 |
2.96 |
|
|
|
|
|
|
113349318 |
4.91 |
|
|
105653973 |
4.58 |
|
|
178038143 |
7.72 |
|
|
197516 |
0.01 |
|
|
171370326 |
7.43 |
|
|
6470301 |
0.28 |
|
|
465241295 |
20.17 |
|
Total Public shareholding (B) |
1853510472 |
80.35 |
|
Total (A)+(B) |
2306799754 |
100.00 |
|
(C) Shares held by Custodians and against which Depository
Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
2306799754 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
Service Provider of Telecom Towers. |
|
|
|
|
Terms : |
|
|
Selling : |
Cash and Credit |
|
|
|
|
Purchasing : |
Cash and Credit |
GENERAL INFORMATION
|
Customers : |
End Users |
||||||||||||||||||||||||
|
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|
||||||||||||||||||||||||
|
No. of Employees : |
457 (Approximately) |
||||||||||||||||||||||||
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Bankers : |
|
||||||||||||||||||||||||
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|
||||||||||||||||||||||||
|
Facilities : |
(Rs.
In Millions)
|
||||||||||||||||||||||||
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
Chaturvedi and
Shah Chartered Accountants |
|
|
|
|
Name : |
Yeolekar and Associates Chartered Accountants |
|
|
|
|
Trust : |
Tower Trust (The Company is sole beneficiary) |
|
|
|
|
Associates : |
|
CAPITAL STRUCTURE
As on: 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
4,500,000,000 |
Equity Shares |
Rs.10/- each |
Rs.45000.000 Millions |
|
50,000,000 |
Preference Shares |
Rs.100/- each |
Rs.5000.000 Millions |
|
|
Total |
|
Rs.50000.000
Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
2,306,799,754 |
Equity Shares |
Rs.10/- each |
Rs.23067.997
Millions |
|
|
|
|
|
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.
Shares reserved for
issue under options:
(i) The Employee Stock Option Schemes (ESOS) holders under the ESOS have the option to exercise/convert ESOS into 13,465,454 (Previous Year 13,495,004) Equity Shares.
(ii) The Foreign Currency Convertible Bonds (FCCB) holders have the option to convert FCCB into 1,115,163,217 (Previous Year 169,158,948) Equity Shares
(iii) Refer Note No. 30 in respect of Shares to be issued pursuant to the Scheme of Arrangement
Pursuant to the approval of Corporate Debt Restructuring (CDR) Package of the Company by the CDR Empowered Group (CDR EG), during the year ended March 31, 2013, the Company has Issued 119,178,087 Compulsorily Convertible Debentures (CCDs) against part conversion of outstanding debt due to the lenders and contribution by the promoters. These CCDs have been converted into 951,938,245 equity shares of Rs. 10/- each, during the year.
Details of
shareholders holding more than 5% shares in the Company
|
Name of
shareholders |
As at March 31, 2013 |
|
|
|
Number of Shares held |
% holding in Share Capital |
|
GTL Limited |
170,226,673 |
7.38% |
|
Global Holding Corpoartion Private Limited |
283,062,609 |
12.27% |
|
IFCI Limited |
175,536,793 |
7.61% |
|
Indian Overseas Bank |
161,976,510 |
7.02% |
|
ELM Park Fund Limited |
124,812,354 |
5.41% |
|
Union Bank of India |
121,034,706 |
5.25% |
|
Technology Infrastructure Limited |
92,704,491 |
4.02% |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
23067.997 |
9573.486 |
9573.486 |
|
(b) Reserves & Surplus |
(6631.753) |
3097.918 |
6797.270 |
|
(c) Money
received against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending
allotment |
0.000 |
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
16436.244 |
12671.404 |
16370.756 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
48806.200 |
31906.186 |
38169.491 |
|
(b) Deferred tax liabilities (Net) |
2617.805 |
1644.558 |
0.000 |
|
(c) Other long term
liabilities |
0.000 |
0.000 |
489.222 |
|
(d) long-term
provisions |
8.926 |
9.719 |
0.000 |
|
Total Non-current
Liabilities (3) |
51432.931 |
33560.463 |
38658.713 |
|
|
|
|
|
|
(4)
Current Liabilities |
|
|
|
|
(a) Short
term borrowings |
0.000 |
0.000 |
10210.704 |
|
(b) Trade
payables |
404.234 |
984.126 |
998.424 |
|
(c) Other
current liabilities |
1621.547 |
26172.627 |
9480.457 |
|
(d) Short-term
provisions |
0.377 |
0.539 |
12.630 |
|
Total Current
Liabilities (4) |
2026.158 |
27157.292 |
20702.215 |
|
|
|
|
|
|
TOTAL |
69895.333 |
73389.159 |
75731.684 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a) Fixed
Assets |
|
|
|
|
(i)
Tangible assets |
37992.470 |
41349.893 |
35666.100 |
|
(ii)
Intangible Assets |
0.551 |
2.073 |
6.404 |
|
(iii)
Capital work-in-progress |
2164.710 |
2786.068 |
8616.308 |
|
(iv)
Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
18489.724 |
18489.724 |
18489.724 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
4817.945 |
6310.135 |
6153.740 |
|
(e) Other
Non-current assets |
0.000 |
0.000 |
0.000 |
|
Total Non-Current
Assets |
63465.400 |
68937.893 |
68932.276 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
435.353 |
35.000 |
0.000 |
|
(b)
Inventories |
11.679 |
11.661 |
10.948 |
|
(c) Trade
receivables |
566.826 |
361.255 |
376.145 |
|
(d) Cash
and cash equivalents |
303.595 |
485.939 |
2657.980 |
|
(e)
Short-term loans and advances |
3758.090 |
2483.262 |
3338.469 |
|
(f) Other
current assets |
1354.390 |
1074.149 |
415.866 |
|
Total
Current Assets |
6429.933 |
4451.266 |
6799.408 |
|
|
|
|
|
|
TOTAL |
69895.333 |
73389.159 |
75731.684 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
5663.862 |
5505.560 |
4904.186 |
|
|
|
Other Income |
45.320 |
66.125 |
436.431 |
|
|
|
TOTAL (A) |
5709.182 |
5571.685 |
5340.617 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Infrastructure Operation and Maintenance Cost (Net) |
1971.094 |
1837.908 |
1532.882 |
|
|
|
Employee Benefits Expense |
185.270 |
156.818 |
204.138 |
|
|
|
Other Expenses |
717.513 |
565.919 |
357.141 |
|
|
|
Exceptional Item |
1332.101 |
0.000 |
0.000 |
|
|
|
TOTAL (B) |
4205.978 |
2560.645 |
2094.161 |
|
|
|
|
|
|
|
|
Less |
PROFIT/
(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
1503.204 |
3011.040 |
3246.456 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
3505.328 |
4285.076 |
2562.745 |
|
|
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
(2002.124) |
(1274.036) |
683.711 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
4864.264 |
2434.237 |
2076.597 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS) BEFORE
TAX (E-F) (G) |
(6866.388) |
(3708.273) |
(1392.886) |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX (G-H) (I) |
(6866.388) |
(3708.273) |
(1392.886) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
(6038.499) |
(2330.226) |
(937.340) |
|
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
(12904.887) |
(6038.499) |
(2330.226) |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Capital Goods |
0.000 |
59.269 |
343.563 |
|
|
TOTAL IMPORTS |
0.000 |
59.269 |
343.563 |
|
|
|
|
|
|
|
|
|
|
Earnings/ (Loss)
Per Share (Rs.) |
(3.55) |
(3.87) |
(1.45) |
|
QUARTERLY RESULTS
|
PARTICULARS |
|
30.09.2013 |
30.06.2013 |
|
Net Sales |
|
1435.300 |
1413.700 |
|
Total Expenditure |
|
884.200 |
827.200 |
|
PBIDT (Excl OI) |
|
551.100 |
586.500 |
|
Other Income |
|
88.200 |
113.100 |
|
Operating Profit |
|
639.300 |
699.600 |
|
Interest |
|
898.100 |
943.800 |
|
Exceptional Items |
|
0.000 |
0.000 |
|
PBDT |
|
(258.800) |
(244.200) |
|
Depreciation |
|
657.600 |
644.500 |
|
Profit Before Tax |
|
(916.400) |
(888.700) |
|
Tax |
|
0.000 |
0.000 |
|
Provisions and contingencies |
|
0.000 |
0.000 |
|
Profit After Tax |
|
(916.400) |
(888.700) |
|
Extraordinary Items |
|
0.000 |
0.000 |
|
Prior Period Expenses |
|
0.000 |
0.000 |
|
Other Adjustments |
|
0.000 |
0.000 |
|
Net Profit |
|
(916.400) |
(888.700) |
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
(120.27)
|
(66.56) |
(26.08) |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
(121.23)
|
(67.36) |
(28.40) |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(13.94)
|
(7.12) |
(2.86) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(0.42)
|
(0.29) |
(0.09) |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
2.97
|
2.52 |
2.96 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
3.17
|
0.16 |
0.33 |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info
Agents |
Available in Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
Yes |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact person |
Yes |
|
11] |
Turnover of firm for last three years |
Yes |
|
12] |
Profitability for last three years |
Yes |
|
13] |
Reasons for variation <> 20% |
---------------------- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
Yes |
|
20] |
Export / Import details (if applicable) |
No |
|
21] |
Market information |
---------------------- |
|
22] |
Litigations that the firm / promoter involved in |
---------------------- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking account |
---------------------- |
|
26] |
Buyer visit details |
---------------------- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if applicable |
Yes |
|
29] |
Last accounts filed at ROC |
Yes |
|
30] |
Major Shareholders, if available |
Yes |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
No |
|
32] |
PAN of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
No |
NOTE:
The registered office of the company has been shifted from Electronic
Sadan No.1, MIDC, TTC Industrial Area, Mahape, Navi Mumbai - 400614,
Maharashtra, India to present address.
UNSECURED LOAN
(Rs.
In Millions)
|
Particulars |
As
on 31.03.2013 |
As
on 31.03.2012 |
|
Foreign Currency Convertible Bonds |
13422.688 |
0.000 |
|
Total |
13422.688 |
0.000 |
|
Foreign Currency
Convertible Bonds (FCCBs) : (i) During the year, the Company has issued 111,740 Zero Coupon Compulsorily Convertible Bonds due 2017 (Series A) and 207,546 Interest Bearing Convertible Bonds due 2017 (Series B) of US$ 1,000 in exchange of the Existing Foreign Currency Convertible Bonds (FCCBs) of US$ 228,300,000, along with the redemption premium payable on them aggregating to US$ 90,986,000 till the date of this issue, for the Series A Bonds and the Series B Bonds pursuant to an exchange offer memorandum dated October 17, 2012 (Offering Circular). Since these bonds were issued against the cashless exchange offer, the Company did not receive any proceeds from the offering of the Series A Bonds and the Series B Bonds. (ii) The Series A bonds are mandatorily convertible with Bondholders having an option to convert each bond into 5,425.20 fully paid up equity shares of Rs. 10 each at the conversion price of Rs. 10 per share translated from U S Dollars at the fixed exchange rate of Rs. 54.252 per U S dollars at any time upto the Close of Business on November 2, 2017 except during the ‘closed period’ as defined in the Offering Circular. As on March 31, 2013 52,433 Series A Bonds were outstanding. (iii) The Series B bonds are optionally convertible with Bondholders having an option to convert each bond into 4,292.09 fully paid up equity shares of Rs. 10 each at the conversion price of Rs. 12.64 per share translated from U S Dollars at the fixed exchange rate of Rs. 54.252 per U S dollars at any time on or after January 8, 2013 up to the Close of Business on November 2, 2017 except during the ‘closed period’ as defined in the Offering Circular. These bondholders were having an upfront optional conversion right upto close of business hours on January 07, 2013 to convert their bond at the conversion price of Rs. 10 per share. Further, after a moratorium period of 1 year from the date of issue each bond carries an interest rate of 0.5335% p.a. payable semi annually on the outstanding principal plus the margin for period under consideration as defined in offering circular. As on March 31, 2013 193,543 Series B Bonds were outstanding. |
||
FINANCIAL PERFORMANCE
During the year, despite the deceleration in growth rate in the Indian Economy and a challenging macroeconomic environment, revenue of the Company grew to Rs. 5709.182 Millions in comparison to previous year’s revenue at Rs. 5571.685 Millions Operating Profit (before Depreciation, Interest and Tax) was at Rs. 2835.300 Millions. in comparison to previous year’s Operating Profit (before Depreciation, Interest and Tax) of Rs. 3011.000 Millions Net Loss for the year was at Rs. (6866.388) Millions in comparison to previous year’s Net Loss of Rs. (3708.273) Millions.
The factors contributing to the financial performance are discussed more elaborately in the Management Discussion and Analysis Report which forms part of this Annual Report.
MANAGEMENT DISCUSSION
AND ANALYSIS
Industry Structure
and Development
GTL Infra is in the business of providing telecom towers to the operators on shared basis.
Indian Telecom
Industry
The Indian Telecom Industry is the 3rd largest in the world and the second largest among the emerging economies of Asia. The Indian Telecommunication industry has experienced stupendous growth in the last decade. The telecom industry has shown marginal decrease in subscriber base in the last year. The number has decreased to 861.66 Mn. subscribers at end of February 2013 as against 919.17 Mn. at the end of March 2012, registering a de-growth of 6.26 %. The share of urban subscribers that was giving higher average revenue per share has declined to 60.50 % in February 2013 from 64.83 % in March 2012 whereas share of Rural subscribers has increased to 39.50 % in February 2013 from 35.17 % in the month of March 2012. With this, the overall Teledensity in India has fallen to 70.42 at the end of February 2013. Revenues from operations have also not increased, due to cut throat competition in the offering tariff.
While the mobile subscriber base has seen a fall, the Average Revenue Per User (ARPU) has also steadily declined as competing operators offer cheaper tariffs; at the same time usage levels have remained reasonably high thus slowing the decline in revenues. The Financial year 2012-13 could be termed as de-growth year in the history of Indian telecom industry faced with the consequences of corruption, pricing war, regulatory uncertainty and over competition which lowered the investors’ confidence in the sector. This has had effect on the business and the growth prospects of the Tower companies who have suffered and lost on potential revenues vis-ŕ-vis profit margins that were expected.
Indian Telecom Tower
Industry and Sharing of Telecom Towers
Telecom towers form the backbone of the wireless networks and provide last mile connectivity to subscribers. To sum up, the Indian tower space can be categorized into the following:
• Operator owned Tower companies (Bharti Infratel, Reliance Infratel, VIOM, Indus etc.)
• Independent Tower companies (GTL Infra, American Towers, Tower Vision etc.)
• In addition to this, there are towers owned by Government Operators like BSNL and MTNL
OPERATIONS
The Company is a pioneer in the telecom tower business in India and has emerged to be the largest independent and neutral telecom tower company in India by number of towers. The Company’s approach towards business growth and delivery is focused on leveraging its leading position to take advantage of the growth opportunities in the fastest growing and second largest telecom market in the world.
Operations strategy
The Company focuses on increasing the demand for its towers by providing the customers well managed tower portfolio covering all the 23 telecom circles. This is achieved by increasing the saleability of the towers which revolves around two core principles, which are as follows:
(A) Enhancing tenancy
with minimal capital expenditure
The sudden and major slowdown in the telecom sector last year resulted into very few new towers being rolled out in the industry. With pan India network footprint and a substantial scale the Company believes that fresh rollout of towers may be limited to cater to the current demand from the operators. However the newer concepts like bartering, swapping and trading of tenancies is rapidly gaining traction among the tower companies, making fresh rollouts unnecessary.
(B) Increasing
efficiency and reducing operational cost
The Company intends to improve returns on its tower portfolio by entering into arrangement with other players in the industry on bilateral basis for single tenant towers.
The Company is also in the process of rationalising its tower portfolio to reduce its operating cost. The Company will reduce the overlap between its tower portfolio and CNIL tower portfolio. The Company has already impaired towers where tenancies were lost due to the cancellation of the 122 2G licenses also planning to monetize some unoccupied towers. The Company expects that these efforts will result into rationalizing its tower portfolio and saving of operational costs on these impaired towers.
Tower Operations
Cellsite Operational
expenditure
The major elements of tower operating expenses include monthly site rentals, Operations and Maintenance (O and M) expenses and energy and fuel expenses. Tower O and M expenses consists primarily of repairs and maintenance charges, Annual Maintenance Charges (AMC), rates and taxes and security expenses.
The energy and fuel expenses are reimbursable from Operators and are apportioned equally among all tenants. Overhead expenses for tower O and M include Selling, General and Administrative (SG and A) expenses to support the services. S Gand A expenses remain almost unchanged on addition of incremental customers to their sites.
Site Ownership
The average size of the land for ground-based and roof top towers are approximately 4,000 sq.ft. and 500 sq.ft. respectively.
Most of the land acquired by the Company for cellsite rollout is owned by third parties. These tower premises have been taken on lease or ‘Leave and License’ basis, wherein the agreements are for approximately 10 to 15 years and provide for escalation once in every three to five years. The Company has the right to cancel or exit the lease at any point of time.
Site Security
The Company has site security arrangements in place for its tower sites wherever required. In case of roof top towers, the building owners generally take responsibility for maintaining security.
Ground-based towers are typically protected either by site security service arrangements with agencies which ensures security guards at all the cellsites or delegation of site security to the land lord of the cellsite premises.
Site O and M
The Company has signed Master Service Agreement (MSA) with its customers which include the key SLA parameters of maintaining DC power availability uptime, ensuring right temperature inside the shelter and overall upkeep of the cellsite. Effective Operation and Maintenance services are key to ensuring compliance to SLA parameters and customer satisfaction. The site O and M activities include Diesel filling, Payment of energy and fuel charges, Field level maintenance, Warranty and Annual Maintenance Contract (AMC) coordination, Energy management, Remote monitoring, and Remote metering facility.
The Company has outsourced the O and M of a section of its cellsites to GTL Limited. It has set up internal supervisory teams which centrally monitor the O and M activities of each circle and collect periodic reports on the critical performance parameters.
Information Systems
The Company’s web based software tool called ‘Site Locator’ allows indentifying existing GTL Infra tower nearest to the RF of the operator and thus enables effective response to customer inquiries. The Company has an Enterprise Project Management system for close monitoring of the progress of the sites during their implementation stage across India. In addition, the Company uses Oracle Financial to make the processes of billing and accounts, efficient and accurate. The Company has implemented a nation wide portal integrating the various Management Information Systems, which provides selective access to concerned sales, planning, site implementation and O and M personnel.
FUTURE OUTLOOK
The Company intends to maintain its leadership position, as the leading third party Independent Telecom Tower Infrastructure Company in India. The Company plans to capitalize on the 3G and BWA rollouts by providing comprehensive and value enhanced services to the Operators in cost efficient manner. this could increase the occupancy on the tower and the Company will continue to explore organic and inorganic growth opportunities to strengthen its footprint in the Tower Infrastructure business.
Overall, the Company expects the tenancy growth to be driven by the upcoming rollouts of 3G / 4G and BWA networks and the focused expansion by operators in limited circles.
The clarity in the telecom sector, would spur the cycle of investments which would help the tower industry as well. The regulators and the government are also working on freeing the sector of the several problems if faces, through the new telecom policy.
CONTINGENT
LIABILITY AS ON 31.03.2012
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
|
Contingent Liabilities not provided for (No Cash Outflow is expected) |
|
|
|
Bank Guarantees (Bank Guarantees are provided under contractual / legal obligation) |
20.130 |
25.851 |
|
Corporate Guarantee (Given to Banks and Financial Institution for loans taken by the
subsidiary company) |
10810.000 |
10810.000 |
|
Claims against the Company not acknowledged as debts |
44.504 |
15.234 |
|
Premium on Foreign Currency Convertible Bonds issued |
0.000 |
4073.033 |
|
Disputed liability in respect of Sales Tax Matter under appeal (Amount
deposited Rs.31.900 Millions (Previous Year Rs. 38.869 Millions) |
91.317 |
170.931 |
FINANCIAL RESULTS FOR THE
QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2013
(Rs.
In Millions)
|
Sr. No. |
Particulars |
Quarter Ended 30.09.2013 |
Quarter Ended 30.06.2013 |
Half Year Ended 30.09.2013 |
|
1. |
Net sales/income from operations |
1435.300 |
1413.700 |
2849.000 |
|
|
Other operating income |
0.000 |
0.000 |
0.000 |
|
|
Total Income from operation (net) |
1435.300 |
1413.700 |
2849.000 |
|
2. |
Expenditure : |
|
|
|
|
a. |
Infrastructure Operation and Maintenance Cost (Net) |
541.800 |
511.600 |
1053.400 |
|
b. |
Employee's cost |
59.700 |
53.400 |
113.100 |
|
c. |
Depreciation |
657.600 |
644.500 |
1302.100 |
|
d. |
Other Expenditure |
114.400 |
133.500 |
247.900 |
|
|
Total expenses |
1373.500 |
1343.000 |
2716.500 |
|
3 |
Profit from operations before other income, finance costs and
exceptional items (1-2) |
61.800 |
70.700 |
132.500 |
|
4. |
Other income (Note 1) |
88.200 |
113.100 |
201.300 |
|
5. |
Profit from ordinary activities before finance costs and exceptional
items (3 + 4) |
1500.000 |
183.800 |
333.800 |
|
6. |
a. Finance costs |
898.100 |
943.800 |
1841.900 |
|
|
b. Foreign Exchange Loss |
168.300 |
128.700 |
297.000 |
|
7. |
Profit from ordinary activities after finance costs but before
exceptional items (5 - 6) |
(916.400) |
(888.700) |
(1805.100) |
|
8. |
Exceptional items |
0.000 |
0.000 |
0.000 |
|
9. |
Profit from ordinary activities before tax (7 + 8) |
(916.400) |
(888.700) |
(1805.100) |
|
10 |
Tax expenses |
0.000 |
0.000 |
0.000 |
|
11. |
Net Profit from ordinary activities after tax (9 - 10) |
(916.400) |
(888.700) |
(1805.100) |
|
12. |
Paid-up equity share capital (Face value Rs. 5 per share) |
23068.000 |
23068.000 |
23068.000 |
|
13. |
Reserves and Surplus excluding Revaluation Reserve |
|
|
|
|
14 a |
Basic Earnings per share on Net Profit from ordinary activities after tax Rs |
(0.40) |
(0.39) |
(0.78) |
|
14 b. |
Diluted Earnings per share on Net Profit from ordinary activities after tax Rs * not annualized |
(0.40) |
(0.39) |
(0.78) |
|
Particulars |
|
|
|
|
|
A. |
PARTICULARS OF
SHAREHOLDING |
|
|
|
|
1. |
Public
Shareholdings |
1853510472 |
1853510472 |
1853510472 |
|
|
Number of shares. |
80.35% |
80.35% |
80.39% |
|
|
Percentage of shareholding |
|
|
|
|
2. |
Promoters and
Promoter Group Shareholding# : |
|
|
|
|
|
a.
Pledged/Encumbered |
|
|
|
|
|
-Number of shares |
170226673 |
170226673 |
170226673 |
|
|
-Percentage of shares (as a % of the total shareholding of promoter and promoter group) |
37.55% |
37.55% |
37.55% |
|
|
-Percentage of shares (as a % of the total share capital of the company) |
7.38% |
7.38% |
7.38% |
|
|
b. Non-encumbered |
|
|
|
|
|
-Number of shares |
283062609 |
283062609 |
283062609 |
|
|
-Percentage of shares (as a % of the total shareholding of promoter and promoter group) |
62.45% |
62.45% |
62.45% |
|
|
-Percentage of shares (as a % of the total share capital of the company) |
12.27% |
12.27% |
12.27% |
|
Particulars |
30.06.2013 |
|
B. INVESTOR COMPLAINTS |
|
|
Pending at the beginning of the quarter |
0 |
|
Received during the quarter |
3 |
|
Disposed of during the quarter |
3 |
|
Remaining unresolved at the end of the quarter |
0 |
NOTES
- The above results have been reviewed by the Audit Committee and taken on record by the Board of Directors at their meeting held on October 31, 2013.
- The Statutory Auditors of the Company have carried out a Limited Review of the results for the quarter and half year ended September 30, 2013 in accordance with clause 41 of the Listing Agreement.
- As approved by the Shareholders in the Annual General Meeting held on September 17, 2013, during the quarter the Company has cancelled 13,465,454 options which were in force and closed the “GTL Infrastructure Limited- Employee Stock Option Scheme 2005 (ESOS 2005)”.
- During the quarter ended , there is no conversion of FCCBs. 52,433 Series A (FCCBs) of USD 1,000 each aggregating to USD 52.43 million and 193,543 Series B FCCBs of USD 1,000 each aggregating to USD 193.54 million were outstanding as of September 30, 2013. The pro rata redemption premium of Rs. 101.104 Millions for the quarter ended 30th September 2013 in repect Series B FCCBs has been adjusted against the Securities Premium in line with Section 78 of the Companies Act, 1956.
- The Company is working to obtain all the necessary approvals to take forward the merger process of Chennai Network Infrastructure Limited (CNIL) with the Company.
- The Company is predominantly in the business of providing “Telecom Towers’’ on shared basis and as such there are no separate reportable segments.
- The statement of
assets and liabilities is as under
(Rs.
In Millions)
|
Particulars |
As at September
30, 2013 |
|
A EQUITY AND LIABILTIES |
|
|
1 Shareholder’s Funds |
|
|
(a) Capital |
23067.998 |
|
(b) Reserves and Surplus |
(9950.977) |
|
Sub Total – Shareholders Funds |
13117.021 |
|
2 Non-Current Liabilities |
|
|
(a)
Long-Term borrowings |
50186.038 |
|
(b)
Other Long-term Liabilities |
2856.384 |
|
(c)
Other Long-term Provisions |
8.702 |
|
Sub-total – Non-current liabilities |
53051.124 |
|
3 Current Liabilities |
|
|
(a)
Short-term borrowings |
- |
|
(b)
Trade payable |
405.990 |
|
(c)
Other current liabilities |
2723.076 |
|
(d)
Short-term Provisions |
0.439 |
|
Sub-total –Current liabilities |
3129.505 |
|
TOTAL EQUITY AND LIABILITIES |
69297.650 |
|
|
|
|
B ASSETS |
|
|
1 Non-current assets |
|
|
(a)
Fixed assets |
39074.620 |
|
(b)
Non-current investments |
18489.724 |
|
(c)
Long-term loans and advances |
5350.274 |
|
Sub-total – Non-current assets |
62914.618 |
|
2 Current assets |
|
|
(a)
Current investments |
265.000 |
|
(b)
Inventories |
7.419 |
|
(c)
Trade receivables |
626.120 |
|
(d)
Cash and bank balances |
402.263 |
|
(e)
Short-term loans and advances |
3375.302 |
|
(f)
Other current assets |
1706.928 |
|
Sub-total –Current assets |
6383.032 |
|
TOTAL - ASSETS |
69297.650 |
- Previous Quarter / Year figures have been regrouped / rearranged wherever necessary.
INDEX OF CHARGES
|
S. No. |
Charge ID |
Date of Charge
Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
10349662 |
29/03/2012 |
11,557,500,000.00 |
IDBI TRUSTEESHIP SERVICES LIMITED |
Asian Bldg., Ground Floor, 17, R. Kamani Marg, Ballard Estate, MUMBAI, Maharashtra - 400001, INDIA |
B37342698 |
|
2 |
10345155 |
29/03/2012 |
36,335,500,000.00 |
IDBI TRUSTEESHIP SERVICES LIMITED |
Asian Bldg., Ground Floor, 17, R. Kamani Marg, Ballard Estate, MUMBAI, Maharashtra - 400001, INDIA |
B36129864 |
|
3 |
10055791 |
12/03/2010 * |
54,490,000,000.00 |
IDBI TRUSTEESHIP SERVICES LIMITED |
Asian Bldg., Ground Floor, 17, R. Kamani Marg, Ballard Estate, MUMBAI, Maharashtra - 400001, INDIA |
A81609133 |
* Date of charge modification
FIXED ASSETS:
•
Tangible Assets:
•
Land
•
Buildings
•
Plant
and Equipments
•
Office
Equipments
•
Furniture
& Fixtures
•
Vehicles
•
Intangible Assets :
•
Softwares
AS PER WEBSITE DETAILS:
PRESS RELEASE:
For Immediate circulation
_______________________________________________________________
|
BSE: 532775 |
NSE: GTLINFRA |
Reuters: GTLI.BO |
Bloomberg: GTLI.IN |
Results for the quarter ended September
30, 2013
Mumbai,
October 31, 2013
GTL Infrastructure Limited (GTL Infra), the pioneer in Shared Passive Telecom Infrastructure in India, announced unaudited results of the Company for the quarter ended September 30, 2013.
Highlights for the quarter ended
September 30, 2013 (standalone)
Revenue from
Operations for quarter ended September 30, 2013 was Rs. 1435.300 Millions as against Rs. 1409.900 Millions for the corresponding quarter
in the previous year.
EBITDA for the current quarter was Rs. 719.400 Millions as against Rs. 673.600 Millions for the corresponding quarter in the previous year
Combined financials for the
quarter ended September 30, 2013 (Unreviewed)
In the event
of the merger of Chennai Network Infrastructure limited with GTL
Infrastructure, approved by all the competent authorities and becoming
effective, the combined revenue and EBIDTA for the quarter ended September 30,
2013 of the companies would be as under
(Rs. In Millions)
|
Combined (GIL +CNIL)
|
Quarter
ended September
30, 2013 |
Quarter
ended September
30, 2012 |
|
Revenue |
3689.800 |
3645.100 |
|
EBIDTA |
1929.800 |
1924.300 |
Operations Outlook
The Company is currently operational in all 23 Telecom circles. The Company has all leading Telecom operators as tenants on its towers. The contracts are typically for a period of 10-15 years.
About GTL Infrastructure Limited
GTL Infra, a Global Group Enterprise, is a pioneer in Shared Passive Telecom Infrastructure. GTL Infra builds, owns, operates and maintains passive network infrastructure (towers) in order to cater to the rapidly growing infrastructure needs of cellular telecom operators. The towers located across semi urban and rural India will help bringing in connectivity at affordable prices to the poorest of poor, creating a positive impact on Indian economy.
Global Group
is a leading Indian infrastructure services group focused on Telecom, Shared Network
Infrastructure and Power. Global Group Enterprises have received more than 35
accolades and awards for excellence in Business, CSR and Corporate
Governance.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No exist designating subject or any of its beneficial owners, controlling
shareholders or senior officers as terrorist or terrorist organization or whom
notice had been received that all financial transactions involving their assets
have been blocked or convicted, found guilty or against whom a judgement or
order had been entered in a proceedings for violating money-laundering,
anti-corruption or bribery or international economic or anti-terrorism sanction
laws or whose assets were seized, blocked, frozen or ordered forfeited for
violation of money laundering or international anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority for
any financial crime or under any formal investigation by a competent government
authority for any violation of anti-corruption laws or international anti-money
laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.63.06 |
|
|
1 |
Rs.101.15 |
|
Euro |
1 |
Rs.84.95 |
INFORMATION DETAILS
|
Information
Gathered by : |
PLK |
|
|
|
|
Report Prepared
by : |
RAJ |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
3 |
|
PAID-UP CAPITAL |
1~10 |
4 |
|
OPERATING SCALE |
1~10 |
3 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
3 |
|
--PROFITABILIRY |
1~10 |
2 |
|
--LIQUIDITY |
1~10 |
3 |
|
--LEVERAGE |
1~10 |
3 |
|
--RESERVES |
1~10 |
3 |
|
--CREDIT LINES |
1~10 |
2 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
26 |
This score serves as a reference to assess
SC’s credit risk and to set the amount of credit to be extended. It is calculated
from a composite of weighted scores obtained from each of the major sections of
this report. The assessed factors and their relative weights (as indicated
through %) are as follows:
Financial
condition (40%) Ownership
background (20%) Payment record
(10%)
Credit history
(10%) Market trend (10%) Operational size
(10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
-- |
NB |
New Business |
-- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.