Rating Rationale
December 28, 2020 | Mumbai
Bharat Petroleum Corporation Limited
Long-term rating continues on 'Watch Developing'; short-term rating reaffirmed
 
Rating Action
Total Bank Loan Facilities Rated Rs.68343.5 Crore
Long Term Rating CRISIL AAA (Continues on 'Rating Watch with Developing Implications')
Short Term Rating CRISIL A1+ (Reaffirmed)
 
Rs.3500 Crore Non Convertible Debentures CRISIL AAA (Continues on 'Rating Watch with Developing Implications')
Rs.3000 Crore Non Convertible Debentures CRISIL AAA (Continues on 'Rating Watch with Developing Implications')
Rs.1500 Crore Non Convertible Debentures CRISIL AAA (Continues on 'Rating Watch with Developing Implications')
Rs.1000 Crore Non Convertible Debentures CRISIL AAA (Continues on 'Rating Watch with Developing Implications')
Rs.1000 Crore Non Convertible Debentures CRISIL AAA (Continues on 'Rating Watch with Developing Implications')
Rs.22000 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL`s rating on the long-term bank facilities and debt programmes of Bharat Petroleum Corporation Limited (BPCL) continues on 'Rating Watch with Developing Implications'. The ratings on the short-term bank facilities and commercial paper have been reaffirmed at 'CRISIL A1+'.

BPCL has announced in-principle board approval for merger of Bharat Gas Resources Ltd (BGRL; 'CRISIL AA+/Watch Developing/CRISIL A1+') with itself and intention to acquire residual stake in Bharat Oman Refineries Ltd (BORL; 'CRISIL AA+/Watch Developing/CRISIL A1+').  
 
The rationale for the deals is to optimize synergies and valuation in the context of the proposed divestment of Government of India's stake in BPCL. Since CRISIL already combines business and financial risk profiles of key subsidiaries, including BGRL and BORL, the rating of BPCL shall remain unaffected with the proposed transactions.
 
The rating was placed on watch on November 29, 2019, following the receipt of approval from the Cabinet Committee on Economic Affairs (CCEA) for divestment of the Government of India's entire shareholding in BPCL (and management control thereon) to a strategic buyer. Additionally, CCEA has approved the disinvestment of BPCL's shareholding of 61.65% in Numaligarh Refinery Ltd (NRL; 'CRISIL AAA/Stable/CRISIL A1+'), along with the transfer of management control, to a central public sector enterprise operating in the oil and gas sector.
 
The rating action also reflects the potential weakening of the strategic links between the central government and BPCL following the CCEA approval, and the government's disinvestment stance.
 
CRISIL continues to monitor developments on the stake sale, change in the government's support philosophy, and the credit risk profile of the buyer if the divestment concludes. These will remain key rating sensitivity factors. CRISIL will reassess the linkages and take an appropriate rating action after clarity emerges on the identification of a buyer and transaction structure. Given the strength of BPCL's credit risk profile, the impact on the long-term rating, if any, is not expected to be more than two notches.
 
The entire transaction closure may take time to crystallise. Nevertheless, BPCL is expected to receive continued support from the government till the closure of the disinvestment.
 
While demand for petroleum products declined on account of the lockdown imposed on March 25, 2020, the second quarter of fiscal 2021 witnessed improvement in demand and healthy inventory gains, which enabled BPCL to clock a robust operating profit. However, this was partly offset by weak refining margin. For the first six months of fiscal 2021, average capacity utilisation averaged 80%. Given the weak product demand, gross refining margin (GRM) is expected to remain subdued in the near term.
 
The ratings factor in BPCL's established retail network and branding initiatives, and strong operating efficiency. These strengths are partially offset by exposure to project implementation risks and limited pricing flexibility given the controlled price environment for certain products.

Analytical Approach

CRISIL has combined the business and financial risk profiles of BPCL and its subsidiaries, including NRL and BORL. This is because CRISIL believes NRL and BORL are strategically important to BPCL's business risk profile as they reduce the latter's dependence on other refiners and allow it to source products for retail operations in central India. Joint ventures (JVs) such as Bharat Renewable Energy Ltd and Bharat Stars Services Pvt Ltd have been proportionately consolidated, given their strategic importance to BPCL.

Furthermore, the ratings factor in support from the government. The rating approach may undergo a change based on the outcome of the divestment process.

Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description
Strengths:
* Continued support from the government
The oil refining and marketing activity is strategic for India's economic development. Oil marketing companies (OMCs) dominate the domestic market for key petroleum products such as motor spirits, high-speed diesel, superior kerosene oil (SKO), and liquefied petroleum gas (LPG). Continuous supply of these products remains contingent on the smooth operations of OMCs such as BPCL. Any diminution in BPCL's strategic importance, or in the government's management control till the conclusion of its divestment will constitute a key rating sensitivity factor.
 
The government has supported OMCs through budgeted subsidies and discounts from upstream companies, thereby minimising their sales-related under-recovery burden. Post deregulation of diesel, under-recoveries have declined significantly, further aided by favourable crude prices and reduced consumption of subsidised LPG. The government is expected to continue to support BPCL by absorbing a large portion of its sales-related under recoveries, if any. That said, any change in adequacy and timeliness of government support are rating sensitivity factors.
 
With the government planning to divest its stake in BPCL, the credit risk profile and support articulation from the acquirer, once identified, would be key rating sensitivity factors.
 
* Established retail network and branding initiatives, support revenue growth
BPCL accounts for nearly 15% of the country's refining capacity and had around 26% share in the domestic petroleum market as of September 2020. Industry position is underpinned by the company's entrenched marketing and distribution infrastructure, with around 17,125 retail outlets. BPCL also has an active domestic LPG customer base of 8.36 crore (as of September 2020), and has undertaken aggressive branding and marketing exercises. These initiatives should help maintain its established position in the domestic petroleum segment.
 
* Strong operating efficiency
High capacity utilisation at refineries ensures strong operating efficiency. Furthermore, proximity of refineries to the coast gives logistical advantage and helps control transportation cost in procuring crude. The refinery at Numaligarh, Assam, with capacity of 3 million tonne per annum (mtpa), has high operational efficiency, as reflected in healthy GRM, even after excluding excise duty benefit, and has fared consistently better than other public sector refiners. GRM could improve further, supported by the recently completed modernisation and capacity expansion of the refineries at Kochi, Kerala, and Bina, Madhya Pradesh.
 
Weaknesses:
* Exposure to project implementation risk given the large investment plans
BPCL has undertaken several projects, which include increasing the refining capacity at Kochi (from 9.5 mtpa to 15.5 mtpa, commissioned in fiscal 2018) and at Bina (from 6.0 mtpa to 7.8 mtpa, commissioned in fiscal 2019), setting up a petrochemical unit, modernising and augmenting the pipeline and city gas distribution (CGD) infrastructure, and investing in exploration and production.
 
The capital expenditure (capex) spread over the next two fiscals will be mainly towards petrochemical plants; capacity expansion for BS VI motor spirit; setting up second-generation ethanol biorefinery in Odisha; cross-country petroleum, oil, and lubricants pipeline and marketing terminals at various locations, and expansion of the retail outlet network. Capex also includes investment in its subsidiaries: Bharat Petro Resources Ltd (BPRL) and BGRL towards exploration and production activities and expansion of the CGD network. 
 
* Limited pricing flexibility for SKO and LPG
BPCL faces under-recoveries because of controlled prices of domestic SKO and LPG. While the government has provided budgetary support, absence of an institutionalised mechanism to meet under-recoveries has delayed subsidy receipts. This risk is partially offset by deregulation of petrol and diesel (a major contributor to under-recoveries), implementation of the Direct Benefit Transfer scheme (DBT; or Pratyaksha Hastaantarit Laabh) for LPG, ongoing implementation of DBT scheme for SKO, and clarity given by the government on subsidy sharing. These initiatives are likely to help streamline the mechanism for meeting under-recoveries. However, timely receipt of subsidy and a well-defined institutionalised mechanism will be necessary for ensuring the financial health of the sector in the long-run.
Liquidity Superior

Financial flexibility is high, driven by support from the government. The portfolio of oil bonds, large unutilised bank limit and access to low-cost funds from both domestic and overseas markets can also help raise resources when needed. Capex of around Rs 8,000 crore in fiscal 2021 is likely to be met by internal cash accrual and external borrowing. Repayment of long-term debt of around Rs 3,800 crore in fiscal 2021, and around Rs 6,300 crore in fiscal 2022, are expected to be funded through operational cash flow and fresh debt. Out of the fund-based limit of Rs 13,000-14,000 crore, currently utilisation is Rs 50 -60 crore (mainly to tide over temporary cash flow mismatch). In the ordinary course of business, the company does not anticipate raising more than Rs 8,000-9,000 crore by way of CPs and fund-based limits.

Rating Sensitivity factors
Downward factors
* Reduction in government's stake below 51% and if credit profile of buyer is comparatively weaker
* Significant increase in sales-related under-recoveries on a sustained basis, leading to rise in the amount recoverable under the subsidy scheme
About the Company

BPCL, a government undertaking (52.98% ownership as on September 30, 2020), was set up as Bharat Refineries Ltd (BRL) in 1976 by merging Burmah Shell Oil Storage and Distribution Company of India Ltd with Burmah Shell Refineries Ltd. In 1977, BRL was renamed BPCL.
 
BPCL is an integrated refining and marketing company. It is India's second-largest oil marketing and the third-largest refining company, with a consolidated refining capacity of 38.3 mtpa, representing 15% of India's total installed capacity. The company operates two refineries, both along the west coast: a 12-mtpa refinery in Mumbai, and a 15.5-mtpa refinery in Kochi. It also owns a 61.65% stake in NRL, which has a refinery with capacity of 3 mtpa in Northeast India. BPCL, through its subsidiary, BORL, operates a 7.8-mtpa refinery in Bina. Retail operations are supported by a nationwide marketing network comprising around 17,125 retail outlets and 2,241 kilometre of product pipeline.

Key Financial Indicators - (Consolidated)*
Particulars Unit 2020 2019
Revenue Rs crore 284,971 296,985
Profit after tax (PAT) Rs crore 3,666 8,528
PAT margin % 1.3 2.9
Adjusted debt/adjusted networth Times 1.70 1.10
Interest coverage Times 4.56 11.42
*Above numbers reflect analytical adjustments made by CRISIL Ratings;

Any other information: Not applicable

Note on complexity levels of the rated instrument:
CRISIL complexity levels are assigned to various types of financial instruments and are included (where applicable) in the Annexure -- Details of Instrument in this Rating Rationale. For more details on the CRISIL complexity levels, please visit www.crisil.com/complexity-levels.
Annexure - Details of Instrument(s)
ISIN Name of
instrument
Date of
allotment
Coupon
rate
(%)
Maturity date Issue size (Rs crore) Complexity levels Rating assigned
with outlook
INE029A07075 Debentures 10-Mar-17 7.35% 10-Mar-22 550.00 Simple CRISIL AAA/Watch Developing
INE029A08040 Debentures 16-Jan-18 7.69% 16-Jan-23 750.00 Simple CRISIL AAA/Watch Developing
INE029A08057 Debentures 11-Mar-19 8.02% 11-Mar-24 1,000.00 Simple CRISIL AAA/Watch Developing
NA Debentures** NA NA NA 1,200.00 NA CRISIL AAA/Watch Developing
INE029A08065 Debentures 6-July-20 6.11% 6-July-25 1955.2 Complex CRISIL AAA/Watch Developing
NA Debentures** NA NA NA 1044.80 Complex CRISIL AAA/Watch Developing
NA Debentures** NA NA NA 3,500 NA CRISIL AAA/Watch Developing
NA Commercial Paper NA NA 7-365 days 22000 Simple CRISIL A1+
NA Fund-Based Facilities * NA NA NA 22,855.0 NA CRISIL AAA/Watch Developing
NA Fund-Based Facilities # NA NA NA 9,912.50 NA CRISIL AAA/Watch Developing
NA Proposed Fund-Based Bank Limits NA NA NA 610.00 NA CRISIL AAA/Watch Developing
NA Proposed Fund-Based Bank Limits$ NA NA NA 16,561.50 NA CRISIL AAA/Watch Developing
NA Non-Fund Based Limit NA NA NA 16,312.0 NA CRISIL A1+
NA Proposed Non Fund based limits NA NA NA 110.00 NA CRISIL A1+
NA Proposed Non Fund based limits @@ NA NA NA 1,982.50 NA CRISIL A1+
**Proposed
*Rs 3,690.0 crore is interchangeable with non-fund-based facilities
#Equivalent to USD 1625 million. 1 USD=INR 61
$Equivalent to USD 2715 million. 1 USD=INR 61
@@Equivalent to USD 325 million. 1 USD=INR 61
 
Annexure - List of entities consolidated
Company % Consolidation Rationale for consolidation
Assam Bio Refinery Pvt Ltd 50.00 Proportionate consolidation JV
BGRL 100.00 Full consolidation Subsidiary
BORL 63.38 Full consolidation* Subsidiary
Bharat PetroResources JPDA Ltd 100.00 Full consolidation Subsidiary
Bharat PetroResources Ltd 100.00 Full consolidation Subsidiary
Bharat Renewable Energy Ltd 33.33 Proportionate consolidation JV
Bharat Stars Services Pvt Ltd 50.00 Proportionate consolidation JV
BPCL-KIAL Fuel Farm Pvt Ltd 74.00 Proportionate consolidation JV
BPRL International BV 100.00 Full consolidation Subsidiary
BPRL International Singapore Pte Ltd. 100.00 Full consolidation Subsidiary
BPRL International Ventures BV 100.00 Full consolidation Subsidiary
BPRL Ventures BV 100.00 Full consolidation Subsidiary
BPRL Ventures Indonesia BV 100.00 Full consolidation Subsidiary
BPRL Ventures Mozambique BV 100.00 Full consolidation Subsidiary
Brahmaputra Cracker and Polymer Ltd 10.00 Financial Investment Financial Linkages
Central UP Gas Ltd 25.00 Proportionate consolidation JV
Delhi Aviation Fuel Facility Pvt Ltd 37.00 Proportionate consolidation JV
DNP Ltd 26.00 Proportionate consolidation JV
Falcon Oil & Gas BV 30.00 Proportionate consolidation JV
FINO Paytech Ltd 20.73 Financial Investment Financial Linkages
Goa Natural Gas Pvt Ltd 50.00 Proportionate consolidation JV
GSPL India Gasnet Ltd 11.00 Financial Investment Financial Linkages
GSPL India Transco Ltd 11.00 Financial Investment Financial Linkages
Haridwar Natural Gas Pvt Ltd 50.00 Proportionate consolidation JV
IBV (Brasil) Petroleo Ltda. 50.00 Proportionate consolidation JV
IHB Private Limited 25.00 Proportionate consolidation JV
Indradhanush Gas Grid Ltd 20.00 Proportionate consolidation JV
Indraprastha Gas Ltd 22.50 Financial Investment Financial Linkages
JSC Vankorneft 7.89 Financial Investment Financial Linkages
Kannur International Airport Ltd 16.20 Financial Investment Financial Linkages
Kochi Salem Pipeline Pvt Ltd 50.00 Proportionate consolidation JV
LLC TYNGD 9.87 Financial Investment Financial Linkages
Maharashtra Natural Gas Ltd 22.50 Proportionate consolidation JV
Matrix Bharat Pte Ltd 50.00 Proportionate consolidation JV
Mozambique LNG 1 Company Pte Ltd 10.00 Financial Investment Financial Linkages
Mozambique LNG1 Holding Co Ltd 10.00 Financial Investment Financial Linkages
Mozambique LNG1 Financing Company Ltd 10.00 Financial Investment Financial Linkages
Mumbai Aviation Fuel Farm Facility Pvt Ltd 25.00 Proportionate consolidation JV
Numaligarh Refinery Ltd 61.65 Full consolidation Subsidiary
Petronet CI Ltd 11.00 Financial Investment Financial Linkages
Petronet India Ltd 16.00 Financial Investment Financial Linkages
Petronet LNG Ltd 12.50 Financial Investment Financial Linkages
Ratnagiri Refinery & Petrochemicals Ltd 25.00 Proportionate consolidation JV
Sabarmati Gas Ltd 49.94 Proportionate consolidation JV
Taas India Pte Ltd 33.00 Proportionate consolidation JV
Urja Bharat Pte Ltd 50.00 Proportionate consolidation JV
Vankor India Pte Ltd 33.00 Proportionate consolidation JV
*Proportionately consolidated for FY 20 and before
Annexure - Rating History for last 3 Years
  Current 2020 (History) 2019  2018  2017  Start of 2017
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Commercial Paper  ST  22000.00  CRISIL A1+  17-11-20  CRISIL A1+  29-11-19  CRISIL A1+  08-10-18  CRISIL A1+    --  -- 
        22-09-20  CRISIL A1+  05-11-19  CRISIL A1+  27-07-18  CRISIL A1+       
        25-06-20  CRISIL A1+  25-02-19  CRISIL A1+           
        08-04-20  CRISIL A1+               
        23-03-20  CRISIL A1+               
        26-02-20  CRISIL A1+               
Non Convertible Debentures  LT  4255.20
28-12-20 
CRISIL AAA/(Watch) Developing  17-11-20  CRISIL AAA/Watch Developing  29-11-19  CRISIL AAA/Watch Developing  08-10-18  CRISIL AAA/Stable  10-04-17  CRISIL AAA/Stable  CRISIL AAA/Stable 
        22-09-20  CRISIL AAA/Watch Developing  05-11-19  CRISIL AAA/Stable  27-07-18  CRISIL AAA/Stable  20-02-17  CRISIL AAA/Stable   
        25-06-20  CRISIL AAA/Watch Developing  25-02-19  CRISIL AAA/Stable  27-04-18  CRISIL AAA/Stable       
        08-04-20  CRISIL AAA/Watch Developing               
        23-03-20  CRISIL AAA/Watch Developing               
        26-02-20  CRISIL AAA/Watch Developing               
Short Term Debt  ST    --  25-06-20  Withdrawal  29-11-19  CRISIL A1+  08-10-18  CRISIL A1+  10-04-17  CRISIL A1+  CRISIL A1+ 
        08-04-20  CRISIL A1+  05-11-19  CRISIL A1+  27-07-18  CRISIL A1+  20-02-17  CRISIL A1+   
        23-03-20  CRISIL A1+  25-02-19  CRISIL A1+  27-04-18  CRISIL A1+       
        26-02-20  CRISIL A1+               
Fund-based Bank Facilities  LT/ST  49939.00  CRISIL AAA/(Watch) Developing  17-11-20  CRISIL AAA/Watch Developing  29-11-19  CRISIL AAA/Watch Developing  08-10-18  CRISIL AAA/Stable  10-04-17  CRISIL AAA/Stable  CRISIL AAA/Stable 
        22-09-20  CRISIL AAA/Watch Developing  05-11-19  CRISIL AAA/Stable  27-07-18  CRISIL AAA/Stable  20-02-17  CRISIL AAA/Stable   
        25-06-20  CRISIL AAA/Watch Developing  25-02-19  CRISIL AAA/Stable  27-04-18  CRISIL AAA/Stable       
        08-04-20  CRISIL AAA/Watch Developing               
        23-03-20  CRISIL AAA/Watch Developing               
        26-02-20  CRISIL AAA/Watch Developing               
Non Fund-based Bank Facilities  LT/ST  18404.50  CRISIL A1+  17-11-20  CRISIL A1+  29-11-19  CRISIL A1+  08-10-18  CRISIL A1+  10-04-17  CRISIL A1+  CRISIL A1+ 
        22-09-20  CRISIL A1+  05-11-19  CRISIL A1+  27-07-18  CRISIL A1+  20-02-17  CRISIL A1+   
        25-06-20  CRISIL A1+  25-02-19  CRISIL A1+  27-04-18  CRISIL A1+       
        08-04-20  CRISIL A1+               
        23-03-20  CRISIL A1+               
        26-02-20  CRISIL A1+               
All amounts are in Rs.Cr.
Annexure - Details of various bank facilities
Current facilities Previous facilities
Facility Amount (Rs.Crore) Rating Facility Amount (Rs.Crore) Rating
Fund-Based Facilities* 22855 CRISIL AAA/Watch Developing Fund-Based Facilities* 22855 CRISIL AAA/Watch Developing
Fund-Based Facilities# 9912.5 CRISIL AAA/Watch Developing Fund-Based Facilities# 9912.5 CRISIL AAA/Watch Developing
Proposed Fund-Based Bank Limits 610 CRISIL AAA/Watch Developing Proposed Fund-Based Bank Limits 610 CRISIL AAA/Watch Developing
Proposed Fund-Based Bank Limits$ 16561.5 CRISIL AAA/Watch Developing Proposed Fund-Based Bank Limits$ 16561.5 CRISIL AAA/Watch Developing
Non-Fund Based Limit 16312 CRISIL A1+ Non-Fund Based Limit 16312 CRISIL A1+
Proposed Non Fund based limits 110 CRISIL A1+ Proposed Non Fund based limits 110 CRISIL A1+
Proposed Non Fund based limits@@ 1982.5 CRISIL A1+ Proposed Non Fund based limits@@ 1982.5 CRISIL A1+
Total 68343.5 -- Total 68343.5 --
*Rs 3,690.0 crore is interchangeable with non-fund-based facilities
#Equivalent to USD 1625 million. 1 USD=INR 61
$Equivalent to USD 2715 million. 1 USD=INR 61
@@Equivalent to USD 325 million. 1 USD=INR 61
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 Petrochemical Industry
CRISILs Criteria for Consolidation
CRISILs Criteria for rating short term debt
Criteria for Notching up Stand Alone Ratings of Entities Based on Government Support

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