Rating Rationale
November 23, 2018 | Mumbai
Feedback Energy Distribution Company Limited
'CRISIL BBB+/Positive' assigned to bank debt and NCD
 
Rating Action
Total Bank Loan Facilities Rated Rs.50 Crore
Long Term Rating CRISIL BBB+/Positive (Assigned)
 
Rs.50 Crore Non Convertible Debentures CRISIL BBB+/Positive (Assigned)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has assigned its 'CRISIL BBB+/Positive' rating to the long-term bank facility and non-convertible debenture programme of Feedback Energy Distribution Company Limited (FEDCO; part of the Feedback group).
 
The rating factors in strong managerial and financial support from its parent, Feedback Infra Private Limited (FIPL). The rating also reflects FEDCO's demonstration of strong track-record in improving efficiencies in the areas allocated to it under its Distribution Franchisee (DF) contract, and healthy order-book position in the network resource implementation (NRI) business providing visibility on revenue growth and improvement in operating profitability. These strengths are partially offset by high working capital requirements associated with the distribution business and EPC (engineering, procurement, and construction) like contracts, and average financial profile marked by high leverage and modest debt protection metrics.

Analytical Approach

* For arriving at FEDCO's rating, CRISIL has applied its criteria for notching up of ratings for support from the parent.
 
* For analysis of parent's credit profile, CRISIL has consolidated the business and financial risk profiles of FIPL with its wholly owned subsidiaries including FEDCO, Feedback Highways OMT Pvt Ltd (FHOMT), Feedback Power Operations and Maintenance Pvt Ltd (FPOMS) and Dubai Consultants (DC).

* The compulsorily convertible preference shares of Rs 200 crore and compulsorily convertible debentures of Rs 50 crore issued to ADV Partners through its SPV, Zenith Infra Investment Holdings P.T.E Ltd (Zenith Infra) are treated as part of networth as these are compulsorily convertible into equity.

* The non-convertible debentures of Rs 150 crore issued to Zenith Infra, which holds 30% stake in FIPL, are treated as neither debt nor equity as they are subordinated to external debt, carry a low coupon (6%), and will be retained in the company over the medium term.

Key Rating Drivers & Detailed Description
Strengths
* Strong managerial and financial support from its parent, FIPL: FEDCO benefits from the commonality in management with FIPL, who have a strong industry experience of over three decades. FIPL is among the largest diversified infrastructure advisory businesses in India, providing these services to both government and private companies. The management leveraged on this expertise in diversifying the company's presence into energy distribution sector as well as operations and maintenance for power plants, and highway projects, through its subsidiaries. The management's experience in power advisory business helped them reduce AT&C losses effectively in FEDCO. The group (FIPL and all its subsidiaries combined) also has a strong and competent board, which actively takes part in key decision making and ensures a professional governance structure. It has representation from reputed financial institutions, corporates and the private equity (PE) investor.
 
Further, FIPL had raised funds and used the same to set-up subsidiaries to support new business ventures including the distribution franchise business in FEDCO. It has also been raising funds to support the on-going capital requirements in each of its subsidiaries. The fund raising was largely done through debt in the past and more recently, through equity infusion (Rs 350 crore primary and Rs 500 crore overall into the group) from a PE investor in March 2018. This is passed on to the subsidiaries through a mix of equity, loans and advances and other business payables. As on March 31, 2018, FIPL has invested a cumulative amount of about Rs 190 crore (inclusive of accrued interest) in FEDCO, which accounts for a large portion of the total amount invested in its subsidiaries and trusts (used as incubation cells for new business initiatives). Going forward, FEDCO is expected to continue to benefit from management's expertise and timely financial support in case of any exigencies. Further, the management's commitment to maintain a minimum unencumbered liquidity of Rs 75 crore at the group level at all times, to take care of any cash flow mismatches, provides comfort.  
 
* Demonstration of strong track-record in improving efficiencies in DF business: In fiscal 2013, FEDCO was awarded five year DF contracts by Central Electricity Supply Utility of Odisha (CESU), to operate four divisions under it. FEDCO's objective was to reduce the aggregate technical & commercial (AT&C) losses in the franchisee areas through various initiatives to improve billing and collection efficiency. The company is one of the few in this space that have been able to demonstrate a successful track record of turnaround and reduction in AT&C losses despite having a large rural consumer base. The AT&C losses came down from 58% in fiscal 2013 to 37% in fiscal 2018. This is reflected in the increase in company's absolute EBITDA (earnings before interest, tax, depreciation and amortisation) to Rs 50 crore in fiscal 2018 (loss of Rs 7 crore in fiscal 2014). The initiatives taken by the company included installing new IR based meters and replacing the faulty ones, developing an in-house billing software system 'Enserv' to effectively keep track of all collections, and real-time resolution of billing disputes through setup of a customer service portal.

Given the successful implementation, the contract is expected to be renewed for another 10 years in fiscal 2018 (between Oct to Dec) for these areas with better payment terms (higher upside possibility and shorter receivable cycle). Further, the company has bid for six new areas in Odisha and the revenue from the awarded contracts is expected to flow in from fiscal 2020. CRISIL expects the revenue of about Rs 500 crore from existing DF contract to grow at 10-12% driven by steady growth in customer consumption and collection efficiency while the new areas are expected to add around Rs 500 crore from fiscal 2020 onwards (CRISIL factored in revenue from two new divisions where FEDCO is the sole bidder). Operating margin is also expected to gradually improve in existing DF from about 9% in fiscal 2018 to 10-11% driven by further loss reduction and possibility of higher upside in the renewed contracts. The new areas are expected to follow similar trend in profitability from fiscal 2020 onwards, thus resulting in significant increase in the absolute EBITDA. Ability to improve EBITDA on a sustained basis in the existing areas and allotment of new franchisee areas will remain a key rating monitorable over the medium term.

* Healthy order-book position in the NRI business providing visibility on revenue growth and improvement in operating profitability: Since fiscal 2016, the company has started executing small-size NRI projects (in the range of Rs 10-20 crore) pertaining to rural electrification and strengthening of distribution network in Odisha. In the first half of fiscal 2018, the company won Rs 270 crore tender; about 80% of this contract is expected to be executed in fiscal 2019 and the rest in fiscal 2020 providing revenue visibility for the near-to-medium term. Further, the company is expected to bid for similar sized contracts going forward which will support revenue sustenance in this business. Furthermore, these contracts are expected to have EBITDA margins in the range of 15-20% and hence, contribute to improvement in overall operating margin of FEDCO.
 
Weakness
* High working capital requirements associated with the distribution business and EPC like contracts: The DF business typically requires capex in the initial years followed by returns spread over the remaining period of the contract. Further, as part of the agreement, the cash flows are received in an escrow account controlled by CESU and FEDCO's share is disbursed after certain time period exposing the company to delays in receivables from CESU in addition to consumers. However, FEDCO has the flexibility to defer or reduce capex depending on the response in a particular division.

NRI contracts are EPC (engineering, procurement, and construction) like in nature and are exposed to related risks such as timely realisation of receivables from government agencies, delays in project execution, counter party risk and reasons beyond control such as environmental and land clearances. In case of FEDCO, taking up only central government funded contracts with a strong counter party- NTPC Limited (CRISIL AAA/FAAA/Stable/CRISIL A1+) -mitigates the counter party risk to a large extent. 

Progress of these projects is also highly subject to the efficiency or bureaucracy of the implementing agencies. Milestone-based payment mechanism of projects and build-up of retention money lead to stretch in working capital cycle. FEDCO's exposure to these risks is reflected in high gross current assets (163 days as on March 31, 2018), thus leading to large working capital funding requirements which subsequently impacted the company's profitability and cash accruals. Going forward, while the payment cycle is expected to improve on account of better terms in upcoming DF contracts, company's ability to execute orders and realize receivables in a timely manner will remain a key monitorable.

* Average financial profile marked by high leverage and modest debt protection metrics; expected to improve over the medium term: FEDCO incurred a cumulative capex of about Rs 200 crore over the last five years towards setting up infrastructure in the DF business. Further, the high working capital requirements also necessitated additional funding. The funding requirements were met through a mix of external borrowings (Rs 158 crore as on March 31, 2018) and parent support in the form of equity, loans and business payables (Rs 190 crore as on March 31, 2018). This, coupled with moderate profitability, resulted in high leverage and modest debt protection metrics. Gearing stood at 2.06 times while adjusted interest coverage and net cash accrual to adjusted debt ratios were at 1.39 times and 0.11 time, respectively, as on March 31, 2018.

FEDCO is expected to incur capex of around Rs 250 crore over the next three years. Going forward, given 100% fungibility of funds in the group, higher cushion available (cash equivalents of Rs 210 crore as on March 31, 2018 at the overall group level) post equity infusion in FIPL in March 2018 and presence of the PE investor on board, provides comfort in terms of prudently managing fund requirements. Further, better payment terms in DF contracts and higher margins in NRI business should gradually improve the overall profitability and working capital cycle. This is expected to improve the gearing to about 1.3 times by fiscal 2020. Nevertheless, ability to demonstrate this improvement in key credit metrics will remain a key rating sensitivity factor going forward.
Outlook: Positive

CRISIL believes FEDCO's business profile will improve over the medium term driven by renewal of existing DF contracts, receipt of additional DF contracts from fiscal 2020 and execution of large-sized NRI contracts. The financial profile is expected to benefit from expected improvement in overall operating profitability and receivable cycle in DF contracts.
 
Upward scenario
* Sustained improvement in operating performance driven most likely by faster-than-anticipated efficiency improvements in DF business and/or quick execution of NRI contracts
* Better working capital cycle resulting in improvement in key leverage and debt protection metrics (gearing to below 1.2 times, interest cover to over 4 times) by fiscal 2020
 
Downward scenario
* Weaker-than-expected credit metrics, due to material drop in operating profitability on account of delays in project execution and/or new sizeable debt-funded capex; gearing remaining at over 2 times and interest cover at below 2.5 times by fiscal 2020
* Significant weakening of liquidity profile due to increase in working capital intensity or otherwise
 
The rating will also remain sensitive to any change in the ratings on the parent and its stance of support.

About the Company

FEDCO, incorporated in 2012 as a wholly-owned subsidiary of FIPL, is primarily involved in the power distribution business in Odisha. The company operates a DF business in four electricity divisions namely Puri, Balugaon, Khurda and Nayagarh under CESU. The scope of work carried by FEDCO is to increase billing and collection efficiency, thus reducing the AT&C losses. It includes activities such as consumer metering, billing and revenue collection, network operations and maintenance, automation of metering facility of sub stations, feeders and high value consumers, introduction of smart metering into the area and incurring capital expenditure for network up gradation and strengthening. The contract was awarded in fiscal 2013 for a period of five years on an incremental revenue sharing model i.e. the excess generated over base revenue per unit is shared with CESU in a pre-determined ratio.
 
The company is also involved in bidding for and executing NRI contracts, floated by government under rural electrification schemes such as Integrated Power Development Scheme (IPDS) and Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY). These projects are awarded by NTPC (project implementation agency in Odisha) directly or through Orissa Small Industry Corporation (OSIC) in certain areas. It also has a small Management Operator (MO) business under which it aids the distribution companies in Madhya Pradesh in reducing losses and improving financial viability. This is expected to be gradually phased out over the next 2-3 years.

About the Parent/Group
FIPL, incorporated in 1990, is an integrated infrastructure services company, with over 9,500 employees and associates, providing Advisory, Construction Supervision and Engineering services. As on March 31, 2018, the company's shareholding includes promoters' investment through investment holding arm, Missions Holdings Private Limited (41%), ADV partners (30%), IDFC Bank (18%) and HDFC Ltd. (11%).
HDFC
 
FIPL has three business divisions: Energy Division (ED), Realty and Social Infrastructure Division (RSID), and Transportation Division (TD). TD is the largest division of FIPL, offering concept-to-commissioning solutions to the players in the transportation sector including Highways, Roads, Bridges, Airports, Ports, Logistics, Railways, and MRTS. ED offers policy and regulatory services, transaction advisory, fuel and power market advisory. It also offers project management and consultancy services for thermal/hydel/waste to energy projects. RSID identifies, plans, designs and manages project implementation of medium and large-scale projects in the social, commercial and industrial arena. It provides services through all stages of the project-pre-construction, construction and close-out.
 
FIPL diversified into operations and maintenance business for power plants and highways as well as power distribution business, through its subsidiaries. For the highways operation, maintenance and tolling, FIPL has incorporated a 60:40 joint venture (Feedback Brisa Highways OMT Private Limited) with Portugal based Brisa - Auto-estradas de Portugal, S.A (Brisa); this is a wholly owned subsidiary- FHOMT- since fiscal 2018. For the operation and maintenance of power plants and power distribution services, it has floated wholly owned subsidiaries, FPOMS and FEDCO respectively.
 
FIPL also expanded its presence internationally; it has forayed in Nepal, Indonesia and Dubai through its subsidiaries, Feedback Infrastructure Services Nepal Ltd, PT Feedback Infra Limited, and DC respectively. The company has executed projects across 28 Indian states and 37 countries across Africa, Middle-East and Asia. It serves clients across the union and state governments, private developers as well as banks and financial institutions. It is headquartered in Gurugram, with pan-India presence as well as global network including 6 regional offices (in India), 4 international offices and 187 project offices.

 

Key Financial Indicators (Company)
As on/for the period ended March 31   2018 2017
Revenue Rs crore 522 481
Profit after tax (PAT) Rs crore 8 9
PAT margin % 1.6 1.9
Adjusted debt/adjusted networth Times 2.06 2.25
Adjusted interest coverage Times 1.43 1.91
 
Key Financial Indicators (Group)
As on/for the period ended March 31   2018 2017
Revenue Rs crore 936 842
Profit after tax (PAT) Rs crore 18 16
PAT margin % 1.9 1.9
Adjusted debt/adjusted networth Times 1.40 7.39
Adjusted interest coverage Times 1.30 1.56
 

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 Facility Date of allotment Coupon rate (%) Maturity date Issue size (Rs crore) Rating assigned with outlook
INE384W07011 Non-convertible debentures Jan-2017 12.75% Jan-2023 50.00 CRISIL BBB+/Positive
NA Working capital facility NA NA NA 50.00 CRISIL BBB+/Positive
Annexure - Rating History for last 3 Years
  Current 2018 (History) 2017  2016  2015  Start of 2015
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Non Convertible Debentures  LT  50.00
30-09-18 
CRISIL BBB+/Positive    --    --    --    --  -- 
Fund-based Bank Facilities  LT/ST  50.00  CRISIL BBB+/Positive    --    --    --    --  -- 
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
Working Capital Facility 50 CRISIL BBB+/Positive -- 0 --
Total 50 -- Total 0 --
Links to related criteria
CRISILs Approach to Financial Ratios
Rating criteria for manufaturing and service sector companies
CRISILs Criteria for Consolidation
Criteria for Notching up Stand Alone Ratings of Companies based on Parent Support

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