Rating Rationale
February 27, 2020 | Mumbai
Indianoil LNG Private Limited
Rating Reaffirmed 
 
Rating Action
Rs.787 Crore Compulsory Convertible Debentures CRISIL AAAr(CE)/Stable (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has reaffirmed its rating on the compulsory convertible debentures (CCDs) of Indianoil LNG Private Limited (IOLPL) at 'CRISIL AAAr(CE)/Stable'.
 
The rating is based on the irrevocable and unconditional credit enhancement extended by Indian Oil Corporation Ltd (IOCL; rated 'CRISIL AAA/Stable/CRISIL A1+'), for servicing the coupon payment on the CCDs, and the payment mechanism for the coupon payment administered by the debenture trustee.
 
According to the structure of the CCDs, IOCL will unconditionally and irrevocably fund the service account for the coupon payment on or before the coupon payment date on receipt of notice of payment from the debenture trustee. As per the payment mechanism, if IOLPL fails to deposit the amount into the service account one day prior to any coupon payment date, then IOCL, upon receipt of a demand notice from the debenture trustee at one day prior to the coupon payment date, will make the requisite payment on or before this date. The payment structure is designed so as to ensure full and timely coupon payment to the investor.
 
Also, the agreement will remain unaffected even if IOLPL faces bankruptcy, in case of a dissolution, insolvency, liquidation, or winding-up proceedings initiated by or against the issuer.
 
The 'r' symbol attached to the assigned rating indicates that the principal payment on the rated instrument has non-credit risks. The terms of the instrument specify that the debentures will get converted into ordinary equity share of IOLPL at the end of 36 months and thereupon the returns on the instrument (post conversion into equity shares) will depend on the price on the conversion date. As a result, the value of the equity shares thus converted may be different from the face value of the debentures (principal payment).
 
However, till the time the put option is in exercise, investors can draw comfort from the presence of an unconditional and irrevocable 'mandatory put option' from IOCL. As per the option, if IOCL has not procured an equity investor who has, or IOCL by itself has not, acquired the debentures from principal investors prior to the expiry of 35 months from the deemed date of allotment, IOCL will mandatorily and without requiring further intimation buy the outstanding debentures for the aggregate face value and accrued but unpaid amounts including coupon, if any, at the end of the 35th month from the deemed date of allotment.

Analytical Approach

CRISIL has applied its approach of rating instruments backed by guarantee.

Key Rating Drivers & Detailed Description
* Creditworthiness of IOCL
IOCL is strategically important to and receives support from the Government of India (GoI). The company has a dominant position in the oil refining and marketing sector, and strong operating efficiency.  CRISIL believes IOCL will remain strategically important to the government and will continue to play a key role in implementing the latter's socio-economic policies. Any change in GoI's stance on strategic importance or loss of management control will constitute a key rating sensitivity factor.
 
* Strong parentage of IOCL  
A strategic/long-term financial investor is yet to be tied up for the project. IOCL intends to keep IOLPL as a non-public sector unit (PSU) and hence, any infusion from IOCL beyond seed capital of Rs 0.005 crore before full tie up of equity from the strategic investor would lead to IOLPL being named as a PSU entity. As a result, in the interim, in order to fund the equity requirement, IOLPL tied up CCDs of Rs 653 crore and a second tranche of CCDs of Rs 787 crore for part financing the project (with backstopping from IOCL). Further, IOCL will remain the single-largest shareholder with at least 26% stake.
 
The terminal has commenced commercial operations on schedule (March 2019). IOLPL has executed a long-term take-or-pay contract with IOCL, to tie-up 4.5 million tonne per annum (MTPA) of its 5 MTPA capacity, for a tenure of 20 years. The capacity would be tied up gradually, by fiscal 2023, in line with the expected completion of the evacuation pipeline.
Liquidity Superior

The rating is based on the irrevocable and unconditional credit enhancement extended by IOCL for servicing the coupon payment on the CCD, and payment mechanism for the coupon payment administered by the debenture trustee. The terminal commenced operations in March 2019. IOLPL has executed a long-term take-or-pay contract with IOCL to tie-up 4.5 MTPA of its 5 MTPA capacity, for a tenure of 20 years. The capacity would be tied up gradually, by fiscal 2023, in line with the completion expected of the evacuation pipeline. The debt repayment would start in the December 2020 quarter; a three-month debt service reserve account also supports liquidity.

Outlook: Stable

The outlook is based on the 'Stable' outlook on IOCL.

Rating Sensitivity Factors
Downward Factors
* Deterioration in the credit ratings of IOCL by 1 notch or more
* Any diminution in support from IOCL.

Adequacy of credit enhancement structure

IOCL has provided an unconditional and irrevocable credit enhancement to fund the service account for the coupon payment, in the event IOLPL fails to deposit the coupon one day prior to the due date. The buy-out option to be exercised at the end of the 35th month is to be mandatorily exercised by IOCL for the entire outstanding debenture amount.

Unsupported ratings:  CRISIL AA-/Stable

CRISIL has introduced 'CE' suffix for instruments having explicit Credit Enhancement feature in compliance with SEBI's circular dated June 13, 2019.

Key drivers for unsupported ratings

For arriving at the unsupported rating, CRISIL has applied its criteria for notch-up of ratings based on parent support. 

About the Company

IOLPL is a joint venture promoted by IOCL, a Maharatna PSU, to implement and operate a 5 MTPA liquefied natural gas (LNG) import, storage, and regasification terminal at Kamarajar Port, Ennore, Tamil Nadu.
 
IOLPL was incorporated on May 29, 2015, with seed capital from the promoter, IOCL (50%), and financial investors, IDFC (40%) and ICICI Bank (10%). IDFC's share has now been acquired by Maximus Investment Advisory Pvt Ltd. Of IOCL's stake, 5% would be taken up by Tamil Nadu Industrial Development Corporation in due course, as per the understanding with the Government of Tamil Nadu.
 
The terminal is located at Kamarajar port in Tamil Nadu. Kamarajar Port Ltd (erstwhile Ennore Port Ltd) has earmarked 130 acre within the Kamarajar port area for a lease period of 30 years. The concession agreement for this was executed on July 31, 2015.
 
The company commenced commercial operations of storage and regasification on March 24, 2019.

Key Financial Indicators
Particulars Unit 2019* 2018
Revenue Rs crore 1 NA
Profit After Tax (PAT) Rs crore -5 NA
PAT Margin % N.M. NA
Adjusted debt/Adjusted networth Times 1.50 NA
Interest coverage Times -0.08 NA
*Commercial operations have begun on March 24, 2019
N.M.- Not meaningful

List of covenants
Particulars Timeline      Event
Coupon payment T-1 day
  • The company shall deposit into the service account such amounts as are equal to the coupon payable on a coupon payment date, one business day prior to this date;
  • Upon failure to fund the service account in accordance with the above, the debenture trustee shall, one business day prior to the coupon payment date, issue notice to the promoter in relation to funding of the service account. Upon issuance of such a notice, the promoter shall fund or ensure that the company funds the service account to ensure that the balance in the account is equal to the coupon payable on the coupon payment date on or prior to this date.
  • Upon receipt of the notice issued by the debenture trustee, the promoter shall unconditionally and irrevocably fund the service account or ensure that this account is funded on or before the coupon payment date.
T day
  • Coupon payment to be made to investors based on the funds deposited in the service account.
Principal repayment Mandatory buy-out option
  • At the end of the 35th month, the buy-out shall be mandatorily and without requiring any further intimation, exercised by IOCL for the entire outstanding debenture amount

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.Cr) Rating assigned with outlook
INE086U08113 Compulsory Convertible Debenture 11-Jan-2018 8.17% 11-Jan-2021 300 CRISIL AAAr(CE)/Stable
INE086U08071 Compulsory Convertible Debenture 05-Feb-18 8.28% 11-Jan-2021 150 CRISIL AAAr(CE)/Stable
INE086U08089 Compulsory Convertible Debenture 19-Mar-18 8.30% 11-Jan-2021 150 CRISIL AAAr(CE)/Stable
INE086U08097 Compulsory Convertible Debenture 23-Apr-18 8.42% 11-Jan-2021 100 CRISIL AAAr(CE)/Stable
INE086U08105 Compulsory Convertible Debenture 27-Jun-18 8.81% 11-Jan-2021 87 CRISIL AAAr(CE)/Stable
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
Compulsory Convertible Debentures  LT  787.00
27-02-20 
CRISIL AAAr(CE)/Stable      07-09-19  CRISIL AAAr(CE)/Stable  01-02-18  CRISIL AAAr(SO)/Stable  30-10-17  Provisional CRISIL AAA(SO)/Stable  -- 
            26-02-19  CRISIL AAAr(SO)/Stable           
All amounts are in Rs.Cr.
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating Criteria for Upstream Oil and Gas Sector
The Rating Process

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