About
Indus Towers Ltd
Indus Towers Limited (Formerly known Bharti Infratel Limited) was incorporated on November 30, 2006 with the object of, inter-alia, setting up, operating and maintaining wireless communication towers. The Company received the certificate of commencement of business on April 10, 2007 from the Registrar of Companies. The Company is a provider of tower and related infrastructure sharing services. The Company is one of the largest telecom tower companies in India basis the number of towers and co-locations operated by the Company. The business is to deploy, own, operate and manage passive infrastructure pertaining to telecommunication operations.
Apart from this, the Company provides access to its towers, primarily to wireless telecommunication service providers, on a shared basis under long-term contracts. It has a nationwide presence with operations in all 22 telecommunication circles in India and caters to all wireless telecommunication service providers in India.
The company's consolidated portfolio of over 1,92,874 telecom towers, which includes over 39,000 of its own towers and the balance from its 42% equity interest in Indus Towers, makes it one of the largest tower infrastructure providers in the country with presence in all 22 telecom circles. The three leading wireless telecommunications service providers in India by revenue - Bharti Airtel, Vodafone and Idea Cellular - are the largest customers of Bharti Infratel.
Bharti Airtel and Bharti Infratel are a part of the Bharti Group, one of India's leading business conglomerates, with business interests in the telecommunications, real estate, insurance and retail sectors. In January 2008, Bharti Airtel transferred its towers to Bharti Infratel through a scheme of arrangement effective as of January 31, 2008.
As of 31 December 2017, Bharti Airtel directly held 50.33% of the equity share capital of Bharti Infratel. Nettle Infrastructure Investments Limited, a wholly owned subsidiary of Bharti Airtel, held 3.18% stake in Bharti Infratel as on 31 December 2017.
Bharti Infratel has a 42% stake in Indus Towers which was created as a Joint Venture between Bharti Infratel, Vodafone and Aditya Birla Telecom to hive off the Towers business in 15 telecom circles.
In 2011, the company won the Green Mobile Award' for best green product/service or performance at the Global Mobile Awards 2011.
In 2012, the company was awarded the 2012-CNBC Essar Steel, Infrastructure Excellence Award as the 'Telecom Infrastructure Company of the year'. It also received the 2012 CIO-APC Green IT Award for successfully consolidating and virtualising its data centre and making significant reduction in carbon emissions.
In 2013, Bharti Infratel and OMC Power bagged Best Consumer Service Innovation Award at Global Telecoms Business Innovation Awards. The company was also awarded the 'Most Innovative Energy Saving Product' for 'Renewable Energy Solutions for Telecom Tower Sites.
In 2014, Reliance Jio and the company Joined Hands in Tower Infrastructure Sharing agreement. The company was also conferred with Amity Telecom Excellence Award' for being the Top Telecom Tower Company of the Year 2014'. The company has been conferred with Global Business Excellence Award-2014. The company and Indus Towers ink Infrastructure sharing deal.
In 2015, the company approved increase in foreign investment limit upto 49% of the paid up capital under Portfolio Investment Scheme (PIS) by Foreign Institutional Investors (FIls)/ Registered Foreign Portfolio Investors (RFPIs). The company wins award for Best Employer' at the Aon Hewitt Best Employers 2015 Awards.
On 26 February 2015, parent company Bharti Airtel offloaded 55 million shares of Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%.
On 14 May 2015, Bharti Infratel announced that the company's stock has been included in MSCI Global Standard Index, an index created by Morgan Stanley Capital International (MSCI) that serves as a benchmark of the performance in major international equity markets. The change in the index will be effective from the close of trading on 29 May 2015.
The Board of Directors of Bharti Infratel at its meeting held on 26 April 2016 approved a proposal to buyback equity shares of the company from the shareholders of the company on a proportionate basis through a tender offer. The company set aside Rs. 2000 crore for the buyback at a maximum price of Rs. 450 per equity share.
On 28 March 2017, parent company Bharti Airtel pared its stake in Bharti Infratel by selling over 190 million shares representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs. 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%.
The board of directors of Bharti Infratel at its meeting held on 30 October 2017 decided to explore and evaluate acquisition of stake in one or more tranches in Indus Towers, with the aim of making it a subsidiary or wholly owned subsidiary of Bharti Infratel.
On 14 November 2017, parent firm Bharti Airtel via its wholly owned subsidiary Nettle Infrastructure Investments sold 83 million equity shares aggregating to 4.49% stake in Bharti Infratel through a secondary share sale in the stock market. Consequent to the stake sale, Bharti Airtel and Nettle together hold a combined 53.51% stake in Bharti Infratel.
In October 2019, Vodafone-Idea announced that the Scheme for transfer of its fiber infrastructure to wholly owned subsidiary, Vodafone Towers Ltd. by way of demerger has become effective. For Airtel, the Scheme of arrangement between Bharti Airtel and
its wholly subsidiary Telesonic Networks Ltd., for the transfer of optical fibre cable business became effective in August 2019.
As on March 31, 2020, the Company had a wholly owned subsidiary, Smartx Services Limited.
On April 24, 2018 the Scheme of Arrangement and Amalgamation between the Company and erstwhile Indus Towers Limited was made effective as a going concern basis on November 19, 2020. Accordingly, the name of Company was changed from Bharti Infratel Limited to Indus Towers Limited, effective on December 10, 2020. Upon implementation of Scheme and allotment of shares, Vodafone Group through its subsidiaries, was made the Promoter of the Company with 28.12% shareholding. The shareholding of Bharti Airtel Group, existing promoters of the Company was reduced from 53.51% to 36.73%, and consequently, the Company ceased to be a subsidiary of Bharti Airtel Limited.
As of March 31, 2019, Bharti Infratel owned and operated 40,388 towers with 76,341 co-locations in 11 telecommunication circles while Indus Towers operated 1,23,546 towers with 229,483 colocations in 15 telecommunication circles.
As on March 31, 2020, Bharti Infratel owned and operated 42,053 towers with 75,715 co-locations in 11 telecommunication circles while Indus Towers operated 126,949 towers with 235,396 co-locations in 15 telecommunication circles.
As of March 31, 2021, Indus Towers owned and operated 179,225 towers with 322,438 co-locations in 22 telecommunication circles.
As of March 31, 2022, Indus Towers owned and operated 185,447 towers with 335,791 co-locations in 22 telecommunication circles.
As of March 31, 2023, Indus Towers owned and operated 192,874 towers with 342,831 co-locations in 22 telecommunication circles.
In September 2022, Singtel sold its 3.33% stake in Bharti Airtel for ~Rs. 144 Billion of which around 3.2% was acquired by Bharti Telecom Limited (BTL), while the rest was acquired by the public. Post completion of the stake sale, BTL owned 38.62% in Airtel, up from 35.4%. Singtel's effective holding in Bharti Airtel decreased from 31.4% to 29.7%.
During the Period 2022-23, 620,158,834 Equity Shares of the Company amounting to 23.01% of total share capital held by Nettle Infrastructure Investments Limited were acquired by Bharti Airtel Limited, one of the Promoter Companies through Composite Scheme of Amalgamation between Nettle, Telesonic Networks Limited and their respective shareholders and Airtel for amalgamation of Nettle and Telesonic with Airtel which became effective from February 01, 2023. Post this acquisition Bharti Airtel Limited held 47.95% shares and Vodafone Group Plc. through its indirect wholly owned subsidiary companies held 21.05% shares in the Company.
Indus Towers Ltd
Chairman Speech
Dear Shareholders,
India's dynamic and resilient economy is among the fastest-growing
major economies, globally.
The Government's commitment towards digitalization has transformed
the behavioral trends of individuals and businesses, driving efficiency and accessibility.
The telecom sector acts as a backbone, facilitating connectivity and enabling the seamless
integration of digital platforms. This in turn fosters economic growth, enhances
governance, and promotes the private sector as a key partner in India's development
trajectory. The role of telecommunication is recognized worldwide as a powerful tool of
socio- economic development. In fact, it is one of the key elements of the Sustainable
Development Goals (SDGs) of the United Nations' Agenda for Sustainable Development
for 2030. In addition, the telecom sector plays a crucial role in empowering various other
sectors, bridging the digital divide, and therefore contributing to India's economic
progress.
The telecom industry in India has fortified its position as the second
largest in the world, with a subscriber base of 1.17 billion as of March 2023. By March
2023, the number of broadband subscribers in India reached 847 million, with India's
internet user base being amongst the largest in the world. The data consumption story in
the nation also continues to play out well, with the average monthly data traffic per user
growing at a 5-year CAGR of 19% to 19.5 GB in December 2022. This growth in data
consumption is also expected to be supplemented by the rollout of 5G services. The auction
of spectrum for 5G in July-August saw active participation from the TSPs, with the
acquisition of a total of 51,226 MHz of spectrum across bands, out of a total of 72,098
MHz put up for auction.
Subsequently, the operators' 5G rollouts, which began in October
2022, have been progressing at a rapid pace. India is poised to record one of the fastest
5G rollouts in the world as the operators are planning a pan India rollout by the end of
March 2024. At Indus, the loading of 5G equipment on our towers, has started to add to our
revenues and should increase. We expect the 5G opportunity to continue to build in the
form of requirement of additional sites as the penetration of 5G services increases.
Additionally, there is a substantial opportunity for us, given the gap in the existing
network of operators.
One of our major customers is adding a large number of sites to bridge
this gap, especially in rural areas, and we expect this momentum to continue in the near
term. The rising data consumption requires additional capacity resulting in the need for
network densification. This presents itself as an opportunity for Indus in terms of
building more sites. The Government continues to do its part to simplify and accelerate
the deployment of telecom infrastructure in the country.
The launch of GatiShakti Sanchar portal has eased the Right of Way
(RoW) application process through a single window. This significantly eases the site
acquisition process and leads to a much faster creation of 5G infrastructure in the
country.
The Government is also working with cross sectors such as National
Highway Authority of India, Ministry of Road Transport and Highways, Indian Railways to
align their RoW policy with the central notified policy for faster utilization of land and
building available with them. Indian Railways have amended their policy and allowed IP1
infrastructure players to deploy telecom infrastructure on their land/ property. The
amended RoW rules now also allow licensees to deploy telecom infrastructure over a private
property without requiring approval from the concerned Government authority.
Indus Towers is fostering connectivity across India's remotest
regions, having installed hundreds of towers in difficult terrains. These include four new
mobile towers at Kashmir's Gurez Valley located at an altitude of 8,460 feet and 6
towers along the Kedarnath Trek in Rudraprayag, one of the most popular pilgrimages in
India. The towers in Rudraprayag enable communication from Gaurikund to Kedarnath Temple
at an altitude of 12,000 ft in Uttarakhand. Enabling connectivity in these regions
benefits residents, businesses, students, tourists.
Earlier this year, a transition of leadership took place at Indus
Towers. Mr. Prachur Sah assumed the role of Managing Director and CEO in January 2023,
succeeding Mr. Bimal Dayal. I am delighted to share that the transition has been smooth,
ensuring a seamless continuity of operations. Under Prachur's leadership, Indus
Towers is poised for continued growth.
In terms of financial performance, gross revenue grew 2.4% year-on-year
to H283.8 billion. Within that, our core revenues declined 1.0% year-on-year to H174.3
billion. During the year, we adopted a stringent Expected Credit Loss (ECL) computation
relating to one of our major customers in order to de-risk our balance sheet. As a result,
we had a negative impact of H53.8 billion from provision for doubtful debts. Adjusted for
this and other non-recurring items, gross revenue and core revenues were up 2.1% and 2.0%
year-on-year, respectively. On a reported basis, EBITDA declined by 34.6% to H97.7 billion
and profit after tax declined by 68.0% to H20.4 billion. Again, adjusted for one offs and
provisions, EBITDA and profit after tax were up by 0.5% and down by 0.6% year-on-year,
respectively.
The collections from the said customer remained stressed although we
saw an improvement in the last quarter of the financial year. We remain in active
discussions to improve the same and continue to monitor the situation closely.
Being a leading corporate entity in India, Indus Towers is serious
about its Corporate Social Responsibility initiatives. We are pleased to have touched 9.85
million lives through our CSR projects and programs. Amongst our newer initiatives, the
SmartAgri Project is transforming conventional agricultural practices across 35 districts
in various states. Indus also installed
20 Digital Health Kiosks in Lucknow,
Uttar Pradesh. Each kiosk can check for over 60 invasive and
non-invasive health parameters instantly, followed immediately by telemedicine and
assessments.
Indus Towers is actively participating in the global telecom
industry's collective endeavors to address climate change by pledging to achieve
net-zero greenhouse gas emissions by 2050, aligning with the Science-Based Targets
initiative (SBTi). Demonstrating our commitment to sustainability, the Company has set
medium- to long-term ESG commitments across three fundamental pillars– Environmental
Stewardship, Social Responsibility, and Robust Governance. In conclusion, with 5G
initiative growing, Indus Towers is focused towards facilitating the adoption and
implementation of this and contributing to India's digital transformation.
Accelerated rollouts by our customers to expand their network and the
continued network densification present a substantial opportunity for Indus. We are well
placed to capitalise on this opportunity and remain committed to adding value for our
shareholders, employees, and the communities we serve.
Lastly, I would like to extend my heartfelt gratitude to all out
stakeholders for their firm support and trust in our company. Our continued partnership is
vital to our success, and we remain committed to creating value.
| Regards, |
| N Kumar |
| Chairman |
  Â
Indus Towers Ltd
Company History
Indus Towers Limited (Formerly known Bharti Infratel Limited) was incorporated on November 30, 2006 with the object of, inter-alia, setting up, operating and maintaining wireless communication towers. The Company received the certificate of commencement of business on April 10, 2007 from the Registrar of Companies. The Company is a provider of tower and related infrastructure sharing services. The Company is one of the largest telecom tower companies in India basis the number of towers and co-locations operated by the Company. The business is to deploy, own, operate and manage passive infrastructure pertaining to telecommunication operations.
Apart from this, the Company provides access to its towers, primarily to wireless telecommunication service providers, on a shared basis under long-term contracts. It has a nationwide presence with operations in all 22 telecommunication circles in India and caters to all wireless telecommunication service providers in India.
The company's consolidated portfolio of over 1,92,874 telecom towers, which includes over 39,000 of its own towers and the balance from its 42% equity interest in Indus Towers, makes it one of the largest tower infrastructure providers in the country with presence in all 22 telecom circles. The three leading wireless telecommunications service providers in India by revenue - Bharti Airtel, Vodafone and Idea Cellular - are the largest customers of Bharti Infratel.
Bharti Airtel and Bharti Infratel are a part of the Bharti Group, one of India's leading business conglomerates, with business interests in the telecommunications, real estate, insurance and retail sectors. In January 2008, Bharti Airtel transferred its towers to Bharti Infratel through a scheme of arrangement effective as of January 31, 2008.
As of 31 December 2017, Bharti Airtel directly held 50.33% of the equity share capital of Bharti Infratel. Nettle Infrastructure Investments Limited, a wholly owned subsidiary of Bharti Airtel, held 3.18% stake in Bharti Infratel as on 31 December 2017.
Bharti Infratel has a 42% stake in Indus Towers which was created as a Joint Venture between Bharti Infratel, Vodafone and Aditya Birla Telecom to hive off the Towers business in 15 telecom circles.
In 2011, the company won the Green Mobile Award' for best green product/service or performance at the Global Mobile Awards 2011.
In 2012, the company was awarded the 2012-CNBC Essar Steel, Infrastructure Excellence Award as the 'Telecom Infrastructure Company of the year'. It also received the 2012 CIO-APC Green IT Award for successfully consolidating and virtualising its data centre and making significant reduction in carbon emissions.
In 2013, Bharti Infratel and OMC Power bagged Best Consumer Service Innovation Award at Global Telecoms Business Innovation Awards. The company was also awarded the 'Most Innovative Energy Saving Product' for 'Renewable Energy Solutions for Telecom Tower Sites.
In 2014, Reliance Jio and the company Joined Hands in Tower Infrastructure Sharing agreement. The company was also conferred with Amity Telecom Excellence Award' for being the Top Telecom Tower Company of the Year 2014'. The company has been conferred with Global Business Excellence Award-2014. The company and Indus Towers ink Infrastructure sharing deal.
In 2015, the company approved increase in foreign investment limit upto 49% of the paid up capital under Portfolio Investment Scheme (PIS) by Foreign Institutional Investors (FIls)/ Registered Foreign Portfolio Investors (RFPIs). The company wins award for Best Employer' at the Aon Hewitt Best Employers 2015 Awards.
On 26 February 2015, parent company Bharti Airtel offloaded 55 million shares of Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%.
On 14 May 2015, Bharti Infratel announced that the company's stock has been included in MSCI Global Standard Index, an index created by Morgan Stanley Capital International (MSCI) that serves as a benchmark of the performance in major international equity markets. The change in the index will be effective from the close of trading on 29 May 2015.
The Board of Directors of Bharti Infratel at its meeting held on 26 April 2016 approved a proposal to buyback equity shares of the company from the shareholders of the company on a proportionate basis through a tender offer. The company set aside Rs. 2000 crore for the buyback at a maximum price of Rs. 450 per equity share.
On 28 March 2017, parent company Bharti Airtel pared its stake in Bharti Infratel by selling over 190 million shares representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs. 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%.
The board of directors of Bharti Infratel at its meeting held on 30 October 2017 decided to explore and evaluate acquisition of stake in one or more tranches in Indus Towers, with the aim of making it a subsidiary or wholly owned subsidiary of Bharti Infratel.
On 14 November 2017, parent firm Bharti Airtel via its wholly owned subsidiary Nettle Infrastructure Investments sold 83 million equity shares aggregating to 4.49% stake in Bharti Infratel through a secondary share sale in the stock market. Consequent to the stake sale, Bharti Airtel and Nettle together hold a combined 53.51% stake in Bharti Infratel.
In October 2019, Vodafone-Idea announced that the Scheme for transfer of its fiber infrastructure to wholly owned subsidiary, Vodafone Towers Ltd. by way of demerger has become effective. For Airtel, the Scheme of arrangement between Bharti Airtel and
its wholly subsidiary Telesonic Networks Ltd., for the transfer of optical fibre cable business became effective in August 2019.
As on March 31, 2020, the Company had a wholly owned subsidiary, Smartx Services Limited.
On April 24, 2018 the Scheme of Arrangement and Amalgamation between the Company and erstwhile Indus Towers Limited was made effective as a going concern basis on November 19, 2020. Accordingly, the name of Company was changed from Bharti Infratel Limited to Indus Towers Limited, effective on December 10, 2020. Upon implementation of Scheme and allotment of shares, Vodafone Group through its subsidiaries, was made the Promoter of the Company with 28.12% shareholding. The shareholding of Bharti Airtel Group, existing promoters of the Company was reduced from 53.51% to 36.73%, and consequently, the Company ceased to be a subsidiary of Bharti Airtel Limited.
As of March 31, 2019, Bharti Infratel owned and operated 40,388 towers with 76,341 co-locations in 11 telecommunication circles while Indus Towers operated 1,23,546 towers with 229,483 colocations in 15 telecommunication circles.
As on March 31, 2020, Bharti Infratel owned and operated 42,053 towers with 75,715 co-locations in 11 telecommunication circles while Indus Towers operated 126,949 towers with 235,396 co-locations in 15 telecommunication circles.
As of March 31, 2021, Indus Towers owned and operated 179,225 towers with 322,438 co-locations in 22 telecommunication circles.
As of March 31, 2022, Indus Towers owned and operated 185,447 towers with 335,791 co-locations in 22 telecommunication circles.
As of March 31, 2023, Indus Towers owned and operated 192,874 towers with 342,831 co-locations in 22 telecommunication circles.
In September 2022, Singtel sold its 3.33% stake in Bharti Airtel for ~Rs. 144 Billion of which around 3.2% was acquired by Bharti Telecom Limited (BTL), while the rest was acquired by the public. Post completion of the stake sale, BTL owned 38.62% in Airtel, up from 35.4%. Singtel's effective holding in Bharti Airtel decreased from 31.4% to 29.7%.
During the Period 2022-23, 620,158,834 Equity Shares of the Company amounting to 23.01% of total share capital held by Nettle Infrastructure Investments Limited were acquired by Bharti Airtel Limited, one of the Promoter Companies through Composite Scheme of Amalgamation between Nettle, Telesonic Networks Limited and their respective shareholders and Airtel for amalgamation of Nettle and Telesonic with Airtel which became effective from February 01, 2023. Post this acquisition Bharti Airtel Limited held 47.95% shares and Vodafone Group Plc. through its indirect wholly owned subsidiary companies held 21.05% shares in the Company.
Indus Towers Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the Sixteenth Board?s Report
on the business and operations of Indus Towers Limited (formerly Bharti Infratel Limited)
(‘the Company?) together with the audited financial statements for the financial
year ended March 31,2022.
Business Overview
Indus Towers is a provider of tower and related infrastructure sharing
services. We are one of the largest telecom tower companies in India basis the number of
towers and co-locations operated by the Company. The business of Indus Towers is to
deploy, own, operate and manage passive infrastructure pertaining to telecommunication
operations. The Company provides access to its towers, primarily to wireless
telecommunication service providers, on a shared basis under long-term contracts. Your
Company has a nationwide presence with operations in all 22 telecommunication circles in
India and caters to all wireless telecommunication service providers in India.
As of March 31,2022, Indus Towers owned and operated 185,447 towers
with 335,791 co-locations in 22 telecommunication circles.
Covid-19
As one of the largest telecom tower companies in India, it is
imperative that Indus Towers combats the COVID-19 pandemic by ensuring seamless
connectivity to the customers while maintaining and ensuring employees? safety and
well-being. Our employees worked overtime to ensure that the vital connectivity is
maintained at all times while enforcing social distancing and other safety protocols to
contain the spread of the second and third waves of the pandemic during the financial year
2022.
Financial Highlights
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 ("the Act") read with Companies (Accounts) Rules, 2014.
A. Consolidated financial results as per Ind AS
Rs Millions
| Particulars |
Year ended March 31, 2022 |
Year ended March 31,20211 |
| Revenue2 |
277,172 |
139,543 |
| EBIDTA2 |
149,429 |
72,599 |
| Profit before Tax |
84,307 |
47,569 |
| Profit after Tax |
63,731 |
37,790 |
1 Basis Equity Method
2 Revenue & EBITDA are excluding other income
B. Standalone financial results as per Ind AS
Rs Millions
| Particulars |
Year ended March 31, 2022 |
Year ended March 31, 2021 |
| Revenue1 |
|
277,082 139,508 |
| EBIDTA1 |
|
149,305 72,586 |
| Profit before Tax |
|
84,243 43,160 |
| Profit after Tax |
|
63,671 33,382 |
1 Revenue & EBITDA are excluding other income
The results for the previous financial year include the results of
erstwhile Indus Towers Limited which merged with and into the Company w.e.f. November 19,
2020 for the period subsequent to that date till the end of the financial year (Refer
Notes of the Standalone/Consolidated Financial Statements for further details).
Accordingly, the figures for the previous financial year ended March 31,2021 are not
comparable with the figures of the current financial year ended March 31,2022.
Share Capital
During the financial year 2021-22, there is no change in the Authorized
share capital of the Company and it stood at ? 35,500,000,000/- divided into 3,550,000,000
equity shares of ? 10/- (? Ten) each.
During the year, there was no change in the Company?s issued,
subscribed and paid-up equity share capital.
As on March 31,2022, the issued, subscribed and paid-up equity share
capital of the Company is ? 269,493,69,500/- divided into 2,694,936,950 Equity Shares of ?
10/- (? Ten) each fully paid-up.
Transfer to Reserves
The Company has not transferred any amount to the General Reserve for
the financial year ended March 31,2022.
Dividend
On May 5, 2022, the Board has declared an interim dividend of H 11/-
per equity share of ? 10/- each fully paid up (110% of face value) amounting to ?
29,644.31/- Mn for the financial year 2021-22.
Dividend Distribution Policy
As per Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘the Listing Regulations?), top 1000 listed
companies based on the market capitalization shall formulate a dividend distribution
policy. Accordingly, the policy was adopted by the Board of Directors of the Company to
set out the parameters and circumstances that will be taken into account by the Board in
determining the distribution of dividend to its shareholders and / or retaining profits
earned by the Company. The dividend distribution policy is available on the Company?s
website at
https://www.industowers.com/wp-content/themes/indus/pdf/policv/Dividend-Policv.pdf.
Credit Rating
As on the date of this report, CRISIL Limited rated their LongTerm
Rating to CRISIL AA+/ Stable, Short-term rating to CRISIL A1+ (Reaffirmed) and Bond rating
to CRISIL AA+/ Stable. It also reaffirmed the Commercial Papers Rating to CRISIL A1 +
assigned to the Company. Further, ICRA Limited rated the NonConvertible Debentures rating
to [ICRA] AA+ (Stable), Term Loans rating to [ICRA] AA+ (Stable), Fund based/ Non-fund
based rating to [ICRA] AA+ (Stable) and rating of unallocated limits to [ICRA] AA+
(Stable)/ A1+. It also reaffirmed the Commercial Papers Rating to [ICRA] A1+ and issuer
rating to [ICRA] AA+ (Stable) assigned to the Company.
Transfer of amount to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 of Companies Act, 2013 during
the Financial Year 2021-22, the Company has transferred an amount of ? 150,260/- (Rupees
One Lakh Fifty
Thousand Two Hundred and Sixty Only) pertaining to final dividend on
equity shares for financial year 2013-14, and ? 1,64,619/- (Rupees One Lakh Sixty Four
Thousand Six Hundred and Nineteen Only) pertaining to interim dividend for financial year
2014-15, which remained unpaid/ unclaimed for a period of seven years, to Investor
Education and Protection Fund (IEPF) established by the Central Government.
Further, 241 equity shares of the Company on which the dividend
remained unpaid/ unclaimed for a period of seven consecutive years were also transferred
to IEPF in accordance with the Act and rules thereunder after giving due notice to the
concerned shareholders.
The investors whose shares and dividend amount have been transferred to
IEPF may claim their shares and seek refund in accordance with the provisions of law. The
details regarding the above along with the process for claiming the unpaid dividend /
shares is available on the website of the Company at https://
www.industowers.com/investor/shares/.
The Company has also uploaded the details of unpaid and unclaimed
dividend amounts lying with the Company as on August 3, 2021 (date of last Annual General
Meeting) on the website of the Company at https://www.industowers.com/
investor/shares/?var=1657517893.
Nodal Officer
In accordance with the provisions of Rule (2A) of Rule 7 of Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, Ms. Samridhi Rodhe has been appointed as the Nodal Officer of the Company. The
details are available on the Company?s website at www.industowers.com.
Deposits
The Company has not accepted any deposit and as such no amount of
principal or interest was outstanding as on the date of the balance sheet.
Directors and Key Managerial Personnel
Induction, Re-appointment and Resignation
Pursuant to the provisions of the Companies Act, 2013, Mr. Bimal Dayal
(DIN: 08927887), Managing Director & CEO, Mr. Thomas Reisten (DIN: 06900067) and Mr.
Gopal Vittal (DIN: 02291778), Non-Executive Non-Independent Directors of the Company will
retire by rotation at the ensuing AGM and being eligible, have offered themselves for
re-appointment. The Board, on the recommendation of the HR, Nomination and Remuneration
Committee, recommends their re-appointment as Directors liable to retire by rotation at
the ensuing AGM.
Ms. Anita Kapur (DIN: 07902012) is going to complete her first term as
an Independent Director of the Company on January 16, 2023. On the recommendation of the
HR, Nomination and Remuneration Committee, the Board in its meeting held on May 5, 2022,
subject to the approval of the shareholders, has reappointed her as an Independent
Director for a further term of five years w.e.f. January 17, 2023 to January 16, 2028. The
Company has received requisite notice from a member under Section 160 of the Companies
Act, 2013 proposing the appointment of Ms. Anita Kapur as Independent Director. The Board
recommends her re-appointment at the ensuing AGM. In the opinion of the Board, she
possesses requisite qualifications, experience, expertise, proficiency and hold high
standards of integrity.
Mr. Balesh Sharma (DIN: 07783637), Non-Executive NonIndependent
Director of the Company has resigned from the Board w.e.f. June 30, 2022. The Board placed
on record its sincere appreciation for the guidance and contribution made by him during
his tenure on the Board.
Pursuant to the provisions of Section 161 and other applicable
provisions of the Companies Act, 2013 and applicable provisions of the Listing Regulations
and as recommended by HR, Nomination and Remuneration Committee, Mr. Sunil Sood (DIN:
03132202), was appointed as an Additional Director in the capacity of a Non-Executive
Non-Independent Director w.e.f June 30, 2022. He will hold office up to the date of
ensuing AGM. The Company has received requisite notice from a member under Section 160 of
the Companies Act, 2013 proposing the appointment of Mr. Sunil Sood as Director, liable to
retire by rotation. The Board recommends his appointment as a Director liable to retire by
rotation at the ensuing AGM.
Brief resume, nature of expertise, disclosure of relationships between
directors inter-se, details of directorships and Committee membership held in other
companies of the Directors proposed to be appointed/ re-appointed, along with their
shareholding in the Company, as stipulated under Secretarial Standard- 2 and Regulation 36
of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
Declaration by Independent Directors
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under Section 149 of the Companies Act, 2013 and Regulation 16 & 25 of the
Listing Regulations. The Independent Directors have also confirmed that they have complied
with the Company?s code of conduct.
Policy on Nomination, Remuneration and Board Diversity
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board will be able to leverage different skills,
qualifications, professional experiences, perspectives and backgrounds, which is necessary
for achieving sustainable and balanced development. The Board has adopted a Policy on
Nomination, Remuneration and Board Diversity, on appointment and remuneration of
Directors, Key Managerial Personnel & Senior Management.
The Policy, inter-alia, includes criteria, terms and conditions for
determining qualifications, competencies and positive attributes for appointment of
Directors (executive and non-executive including independent directors), Key Managerial
Personnel and persons who may be appointed in Senior Management positions, their
remuneration and diversity in the Board etc. The detailed policy is available on the
website of the Company at https://
www.industowers.com/wpcontent/themes/indus/pdf/Policy-on-Nomination-Remuneration-and-Board-Diversitv.pdf.
Annual Board Evaluation and Familiarisation Programme for Board Members
The Company has adopted a structured induction programme for
orientation and training of Directors at the time of their joining. A note on the
familiarisation programme is provided in the Report on Corporate Governance, which forms
part of this Integrated Report.
The HR, Nomination and Remuneration Committee, has put in place a
robust framework for evaluation of the Board, Board Committees and Individual Directors
including the Independent Directors, Chairman and MD & CEO. Customized questionnaires
were circulated, responses were analysed, and the results were subsequently discussed by
the Board. Recommendations arising from the evaluation process were duly considered by the
Board to further augment its effectiveness. A detailed update on the Board Evaluation is
provided in the report on Corporate Governance which forms part of this Integrated Report.
Board Meetings
During the financial year 2021-22, the Board of Directors met 5 times
i.e. on April 22, 2021; July 29, 2021; October 25, 2021, January 27, 2022 and February 21,
2022. The period between any two consecutive meetings of the Board of Directors of the
Company was not more than 120 days.
The details regarding composition, number of Board meetings held, and
attendance of the Directors during the financial year 2021-22 are set out in the Report on
Corporate Governance which forms part of this Integrated Report.
Board Committees
The Company has several Board Committees which have been established as
part of the best corporate governance practices and are in compliance with the
requirements of the relevant provisions of applicable laws and statutes. As on March 31,
2022, the Board has 6 Committees, namely, Audit & Risk Management Committee, HR,
Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee,
Stakeholders? Relationship Committee, Environmental, Social and Governance (ESG)
Committee and Special Committee of Directors. The details with respect to the composition,
powers, roles, terms of reference, number of meetings held etc. of the Committees during
the financial year 2021-22 and attendance of the members at each Committee meeting is
provided in the Report on Corporate Governance which forms part of this Integrated Report.
All the recommendations made by the Committees of the Board including
the Audit & Risk Management Committee were accepted by the Board.
Subsidiary/ Joint Venture/ Associate Company
As on March 31, 2022, the Company has a wholly owned subsidiary named
Smartx Services Limited.
In accordance with Section 129(3) of the Companies Act, 2013, the
Company has prepared consolidated financial statements of the Company and its subsidiary,
which forms part of this Integrated Report. A statement in Form AOC- 1, containing the
salient features of the financial statements of the subsidiary company is annexed as Annexure
A to this report. The statement also provides the details of performance and financial
position of the subsidiary company.
Audited financial statements of Smartx Services Limited for the
Financial Year 2021-22 have been placed on the website of the Company at
www.industowers.com. The audited financial statements of the subsidiary company are
available for inspection at the Company?s registered office and registered office of
the subsidiary company. Shareholders interested in obtaining a copy of the audited
financial statements of subsidiary company may write to the Company Secretary at the
Company?s registered office.
The Company does not have any joint venture company or an associate
company as on March 31, 2022.
Human Resources
At Indus Towers, we believe that our people are key to the success of
our business. Indus Towers has set an example for several organizations in India by
leading the way and demonstrating how putting people front and center in organizational
initiatives can lead to achieving higher levels of business performance.
Its values ExCITE -- Excellence, Customer, Integrity, Teamwork and
Environment -- foster a culture of alignment and trust where employees find more
fulfilment in their work. Despite unprecedented challenges in the telecom industry in
India, Indus Towers has navigated change through its sound people strategy. It is the
commitment and dedication of our employees that enabled us to keep nation remain connected
even amidst adversities and the challenges posed by the COVID-19 pandemic. Our human
capital has, therefore, played a pivotal role in shaping Indus Towers into what we are
today.
We are building a culture where change is seen as an ongoing process
for self-growth and progress. Its ninth consecutive Gallup Exceptional Workplace Award is
a testament to its mission, which reiterates our purpose for existence - to transform
lives through sustainable Digital Infrastructure and Services which again has been defined
post deliberation of our 3,000+ employees coming together to decide what should be the
Mission & Vision of the company through a process called Large Scale Interactive
Process (LSIP). For a young organization like Indus Towers, which operates in the B2B
space, defining and percolating an organization wide culture and becoming an employer of
choice are two important and interrelated aspects.
During our journey, we have realized that the first step in creating an
employer brand is to define and articulate the culture which proves to be a
differentiating factor for external and internal employees. Connecting and engaging with
3,248 employees spread across our 22 circles has become possible through our constant
communication especially in time of COVID-19 pandemic. Our leadership has always been the
first one to communicate with all employees and focus on their well-being is their
priority. Throughout the year, the leadership stood by their people in times of crisis
valuing their relentless efforts and providing any type of support that was needed. Not
only did they prioritise their health and safety, but also implemented methods to ease
anxiety and improve productivity during these tough times.
The communication strategy at Indus has been instrumental in keeping
morale of the employees high while ensuring their engagement at the same time. At Indus
Towers, we believe in embracing technology and continue to use it to our advantage to make
processes simpler and more efficient. We continue to automate our processes, use the
systems and technological shifts have made it even more important for people to become
‘fit for the future?, both as professionals and as individuals. Keeping this in
mind, we constantly organize various learning and development initiatives for our
employees. Due to the pandemic, new methods of learning have emerged, and our employees
continue to adapt with new-age processes. During the year under review, we strengthened
our online learning platform- Oracle Learning Cloud (OLC) by conducting e-learning as well
as blended learning. We reviewed our existing courses and made improvements as per the
changing needs. We conducted a rapid triage of the entire portfolio of learning offerings
and set priorities for what will be necessary to adapt to a virtual/blended or digital
only format. To ensure employee safety at workplace, every new employee is required to
undergo mandatory safety training as well as Competency Development Program (CDP) which
introduces them to understand important concepts and their application in the context of
their work. As part of our commitment towards holistic development, employees are
continuously being encouraged to go for external certifications and MDP programs from
elite institutions like ISB, IIMs, etc. At Indus, we focus on building an overall employee
experience and engagement & well-being forms the core of it. Our aim is to make our
people proud of the work they do at Indus. We not only want them to excel, but we also
want them to realize their contribution to the organization and provide them opportunities
to learn and grow.
Some of the key initiatives undertaken during the year included:
• Volunteering programs organized under Personal Social
Responsibility (PSR) was organized involving more than 1,100 volunteers impacting over
9,000 beneficiaries. Joy of Giving Week Celebrated- 793 employees participated in
activities such as recycling drive, plantation drive, book donation drive, food
distribution, clothes donation, visit to old age home etc.
• Conducted financial wellness programs that were designed to help
employees manage their finances better Programs were conducted on a regular basis to help
employees manage health and stress in work and personal environment focusing on the
overall physical and mental wellbeing. Inhouse Doctor and Advisor was onboarded to provide
medical consultation. COVID-19 vaccination camps and drives were organized Pan India
• Social and emotional wellbeing formed an essential part of our
wellbeing programs- Launch of Digital Reward &
Recognition Platform called i-appreciate to appreciate and recognize
employees on the go. Regular field connect with employees, virtual/hybrid engagement
initiatives were conducted to keep the connect stronger
Diversity and Inclusion is at the heart of Indus, over the years we
have been constantly working on strengthening our policies and processes to provide a
safe, equal and inclusive work environment for all. We have been successful in onboarding
diverse talent not only for office-based roles but also in the field. While being an
engineering and hardcore technical organization, where availability of diverse talent is
limited, share of women in our total employee population is 5.8% and we are determined to
improve this year on year.
Continuing our efforts to ensure a conducive and safe environment for
women employees, we have a mandatory training on POSH added to our online learning module,
which needs to be completed by all employees within a month of joining. We also have a
neutral Internal Complaints Committee which investigates and takes appropriate action on
any concerns related to harassment raised by employees. Apart from this, many engagement
initiatives are planned and calendarized for D&I. Talks by Women Leaders were held for
I-WIN network, which is a Pan Indus women?s network focused on networking, learning
and growing. We celebrated International Women?s Day with excitement and our women
employees who play a transformative role spoke about their experience at Indus that
resounded our commitment to create a gender inclusive culture across the telecom
infrastructure space. We celebrated the #ToweringWomenofIndus who take it upon themselves
to lead purposefully and "Break the Bias".
Employees Stock Option Plan
To retain, promote and motivate the best talent in the Company and to
develop a sense of ownership among employees, the Company has instituted two ESOP schemes
i.e. Employee Stock Option Scheme 2008 (ESOP Scheme 2008) and Employee Stock Option Scheme
2014 (ESOP Scheme 2014) with the approval of shareholders. The said schemes are in
compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, (ESOP Regulations). The HR, Nomination and Remuneration Committee monitors the
Company?s ESOP schemes.
In accordance with the ESOP Regulations, the Company had set up Indus
Towers Employees? Welfare Trust (formerly Bharti Infratel Employees? Welfare
Trust) (ESOP Trust) for the purpose of implementation of ESOP Schemes. Both the ESOP
schemes are administered through ESOP Trust, whereby shares held
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