Rating Rationale
November 16, 2017 | Mumbai
Bayer Cropscience Limited
Rating continues on 'Watch Negative' 
 
Rating Action
Total Bank Loan Facilities Rated Rs.128 Crore
Long Term Rating CRISIL AA+ (Continues on 'Rating Watch with Negative Implications') 
 
Rs.200 Crore Short Term Debt CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL's rating of  'CRISIL AA+' on the long-term bank facilities of Bayer Cropscience Ltd (Bayer Cropscience) remains on 'Rating Watch with Negative Implications'. The rating on the short-term debt programme has been reaffirmed at 'CRISIL A1+'.

CRISIL had, on September 27, 2016, placed the rating on watch following the proposed open offer announced by the company's parent, Bayer AG (Bayer; rated 'A-/Watch Negative/A-2' by S&P Global Ratings) to acquire 26% stake in Monsanto India, held by public shareholders.

Bayer had bid to acquire Monsanto in May 2016 following which S&P Global Ratings placed its ratings of 'A-/A-2' on Bayer on 'watch negative'. Monsanto accepted Bayer's revised offer of Rs 435,600 crore (initial offer of Rs 409,200 crore) on September 14, 2016. As a part of the proposed global transaction, Bayer will acquire all the shares held in Monsanto and its global subsidiaries (including those in India). Monsanto's 72.14% stake (held along with subsidiary, Monsanto Investments India Pvt Ltd) in Monsanto India Ltd (Monsanto India) will be transferred to Bayer on completion of the proposed global transaction, which is subject to regulatory clearances in various countries.

In India, Bayer, along with one or more of its subsidiaries, is likely to participate in the open offer which, if completed, will result in a cash outflow of over Rs 1100 crore. Bayer Cropscience's credit risk profile and currently solid liquidity (cash surplus of Rs 766 crore as on June 30, 2017) may be affected if the company participates either directly or indirectly in the proposed stake acquisition of Monsanto India, given the possible sizeable outflow. CRISIL is assessing Bayer Cropscience's role and the impact of such a transaction on the company's credit risk profile. CRISIL will remove the rating from watch and take a final rating action once it has clarity on this issue.

Key Rating Drivers & Detailed Description
Strengths
* Healthy market position in the Indian agrochemicals segment: Bayer Cropscience is among the largest players in the Indian agrochemicals sector and benefits from its longstanding relationships with farmers, extensive product portfolio, and strong distribution network. Besides, the company's Seed 2 Harvest initiative (launched in fiscal 2008), which combines its strengths with group company Bayer Bioscience Pvt Ltd (BBPL; 'CRISIL AA/Rating Watch with Negative Implications/CRISIL A1+'; engaged in research and development, marketing of seeds, and innovative plant-based solutions), enhances product offering and farmer connect through integrated solutions. Given the healthy prospects for the agrochemicals sector and strong market position, steady revenue growth and profitability is expected over the medium term.

* Strong product and operational support from Bayer: This has enabled the company to introduce new products and consistently upgrade its product range. Given the strategic importance to the parent, the latter will continue to extend operational and product support to its Indian arm.

* Strong financial risk profile: Steady operational cash flow, large networth, and debt-free balance sheet have led to a strong financial risk profile. The networth was Rs 2057 crore as on March 31, 2017. Cash accrual will be adequate to meet fund requirement, thus limiting debt. Liquidity should remain strong, supported by a completely unutilised working capital limit and a cash surplus of over Rs 766 crore as on June 30, 2017.

Weakness
* Exposure to risks inherent in the agrochemicals sector: Demand for agrochemicals is driven by agricultural production, which is affected by the monsoon. Surplus or inadequate rainfall threatens profitability of players and leads to build-up in working capital requirement. While Bayer Cropscience's healthy regional diversification and strong portfolio will support business, it will nevertheless remain susceptible to the monsoon. Furthermore, the agrochemicals industry is highly regulated by specific and separate registration processes in different countries, and is subject to environmental rules and regulations. Change in export and import policies of countries will affect Indian agrochemical manufacturers. Moreover, business will be exposed to the risk of ban on key products.
About the Company

The Bayer group launched its Indian operations in 1958 by setting up an agrochemicals manufacturing unit under Bayer Cropscience. The group has 68.58% stake in the company, which manufactures and markets crop-protection solutions and trades in seeds on behalf of BBPL.

In the six months ended September 30, 2017, net profit was Rs 302 crore on net sales of Rs 1930 crore, against Rs 290 crore and Rs 1925 crore, respectively, in the corresponding period of the previous fiscal.

Key Financial Indicators
Particulars Unit 2017 2016
Revenue Rs crore 2,803 3,739
Profit After Tax (PAT) Rs crore 291 301
PAT Margins % 10.4 8.0
Adjusted debt/adjusted networth Times 0.00 0.00
Interest coverage Times 70.10 66.97

Any other information: Not applicable

Note on complexity levels of the rated instrument:
CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.
Annexure - Details of Instrument(s)
ISIN Name of Instrument Date of Allotment Coupon Rate (%) Maturity Date Issue Size (Rs crore) Rating Assigned with Outlook
NA Fund-based facilities* NA NA NA 112.55 CRISIL AA+/Watch Negative
NA Proposed long-term bank loan facility NA NA NA 15.45 CRISIL AA+/Watch Negative
NA Short-term debt NA NA 7-365 days 200.0 CRISIL A1+
*Fully interchangeable with cash credit, overdraft, short-term loans, letter of credit, and bank guarantee
Annexure - Rating History for last 3 Years
  Current 2017 (History) 2016  2015  2014  Start of 2014
Instrument Type Quantum Rating Date Rating Date Rating Date Rating Date Rating Rating
Short Term Debt  ST  200  CRISIL A1+    No Rating Change    No Rating Change    No Rating Change    No Rating Change  CRISIL A1+ 
Fund-based Bank Facilities  LT/ST  128  CRISIL AA+/Watch Negative    No Rating Change  27-09-16  CRISIL AA+/Watch Negative    No Rating Change    No Rating Change  CRISIL AA+/Stable 
Table reflects instances where rating is changed or freshly assigned. 'No Rating Change' implies that there was no rating change under the release.
 
Annexure - Details of various bank facilities
Current facilities Previous facilities
Facility Amount (Rs.Crore) Rating Facility Amount (Rs.Crore) Rating
Fund-Based Facilities* 112.55 CRISIL AA+/Watch Negative Fund-Based Facilities* 112.55 CRISIL AA+/Watch Negative
Proposed Long Term Bank Loan Facility 15.45 CRISIL AA+/Watch Negative Proposed Long Term Bank Loan Facility 15.45 CRISIL AA+/Watch Negative
Total 128 -- Total 128 --
*Fully interchangeable with cash credit, overdraft, short-term loans, letter of credit, and bank guarantee
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating criteria for manufaturing and service sector companies
Rating Criteria for Chemical Industry
CRISILs Criteria for rating short term debt
Criteria for Notching up Stand Alone Ratings of Companies based on Parent Support
Mapping global scale ratings onto CRISIL scale

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