Rating Rationale
November 13, 2020 | Mumbai
Kotak Securities Limited
Ratings Reaffirmed 
 
Rating Action
Rs.50 Crore Optionally Convertible Debentures CRISIL AAAr/Stable (Reaffirmed)
Rs.4000 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
The 'r' suffix indicates that payments on the rated instrument have significant risks other than credit risk. The terms of the instrument specify that the payments to investors will not be fixed, and could be linked to one or more external variables such as commodity prices, equity indices, or foreign exchange rates. This could result in variability in payments, including possible material loss of principal, because of adverse movement in the value of the external variables. The risk of such adverse movement in price/value is not addressed by the rating.
Detailed Rationale

CRISIL has reaffirmed its 'CRISIL AAAr/Stable/CRISIL A1+' ratings on the debt instruments of Kotak Securities Limited (KSL; part of the Kotak group).
 
The ratings continue to reflect the strategic importance to, and strong expectation of support from, the ultimate parent, Kotak Mahindra Bank Ltd (KMBL; 'CRISIL AAA/CRISIL AA+/FAAA/Stable/CRISIL A1+'). The ratings also factor in comfortable capitalisation and robust risk management systems. These strengths are partially offset by susceptibility to risks associated with capital-market-related businesses.

Analytical Approach

The ratings reflect the strong support that KSL receives from its parent, KMBL.  That's because the two companies have extensive business and operational linkages. KMBL should continue to provide support to KSL, considering the strategic importance of the latter, shared name and 100% ultimate shareholding.

Key Rating Drivers & Detailed Description
Strengths
* Expectation of strong support from the ultimate parent, KMBL 
KSL is an important subsidiary for KMBL, as it complements the bank's product offerings by enabling the group to provide capital market-related products and also enhances diversification of the group's revenue profile. Further, there exists synergic operational and managerial integration between KMBL and KSL. The latter benefits significantly from the strong retail franchise and nation-wide branch infrastructure of the parent. KMBL shares its strong technology platform and risk management practices with the company. KSL also has board representation from KMBL. The bank is the ultimate 100% shareholder of KSL and CRISIL believes that KMBL would provide both funding and capital assistance to it. CRISIL believes that the strong operational, managerial and financial linkages, along with significant shareholding and shared brand name, imply a strong moral obligation on KMBL to support KSL, both on an ongoing basis and in the event of distress.

* Comfortable capitalisation
KSL is well capitalised, with a networth of Rs 4,897 crore and low gearing of 0.2 time as on September 30, 2020. Given that borrowing needs are largely to meet margin requirement at exchanges and for the margin trade funding business, the gearing is expected to remain low over the medium term. Further, the networth should remain comfortable for the current and planned scale of operation. The standalone capitalisation remains supported by linkage with the parent, given the strong capitalisation of the Kotak group.

* Robust risk management systems
The risk management and monitoring systems are adequate to manage inherent risks associated with the broking business. For online broking, a three-in-one model is followed wherein the client's bank, dematerialisation and trading accounts are inter-linked. In the institutional broking segment, given that most of the transactions are custodian trades, the risk is expected to be minimal. The risk management framework for other businesses such as margin financing and proprietary trading is also strong. The company has invested in a strong information technology architecture over the years. Back-office operations are centralised and the system allows real-time monitoring of all trades and executions.

Weakness
* Exposure to uncertainties inherent in capital market-related businesses
While the company has diversified sources of revenue, the dependence on capital market-related activity remains high. Businesses like broking, margin funding and proprietary trading are exposed to various economic, political and social factors that drive investor sentiments. Given the cyclical nature of these businesses, brokerage volumes and earnings are highly dependent on the level of trading in the capital markets. While businesses like distribution of financial products and depository services lend some stability to the earnings, overall earnings are expected to remain volatile.
Liquidity Superior

Liquidity position of KSL is superior due to the agency nature of business. There was a healthy liquidity cushion in the form of cash and liquid investments of Rs 2324 crore and unutilised bank lines of Rs 1020 crore as on October 31, 2020. Apart from this, the company has healthy inflow from its other assets that can be liquidated and realised at short notice. The borrowing as on the same date was Rs 900 crore, in the form of commercial paper. The company also benefits from the support from the Kotak group.

Outlook: Stable

CRISIL believes KSL will continue to benefit from the strong financial, managerial and operational support from KMBL, and maintain its comfortable capitalisation and robust risk management systems.
 
Rating Sensitivity Factors
Downward factors
* Downward change in the credit risk profile of KMBL by 1 notch could have a similar rating change on KSL
* Any material change in the shareholding or support philosophy of KMBL, impacting the quantum and timing of support.

About the Group and Company
KMBL is the flagship company of the Kotak group and has diversified operations covering commercial vehicle financing, consumer loans, corporate finance and asset reconstruction. Through its subsidiaries, the bank is engaged in investment banking, equity broking, securities-based lending and car finance. KMBL was reconstituted as a commercial bank from a non-banking financial company (NBFC) in fiscal 2003 to provide a more comprehensive range of financial services. Effective April 1, 2015, ING Vysya Bank was merged with KMBL and the integration process has been completed.

Other than KMBL, the key operating companies of the Kotak group are Kotak Mahindra Prime Ltd (car financing), Kotak Mahindra Capital Company (investment banking), Kotak Securities Ltd (retail and institutional equities broking, and portfolio management services), Kotak Mahindra Investments Ltd (commercial real estate lending and securities-based lending) and Kotak Investment Advisors Ltd (alternate assets space). The group also operates in the life and general insurance business through Kotak Mahindra Life Insurance Company Ltd and Kotak Mahindra General Insurance Company Ltd, respectively. It is also present in the asset management business through Kotak Mahindra AMC and Trustee Company Ltd, and recently launched Kotak Infrastructure Debt Fund. The acquisition of BSS Microfinance Ltd (formerly, BSS Microfinance Pvt Ltd), an NBFC-microfinance institution, was completed during fiscal 2018.

KSL is one of India's leading broking companies and a 100% subsidiary of KMBL. It was incorporated in 1994 when the brokerage business of Uday S Kotak Share and Stock Broker and the distribution business of the erstwhile Kotak Mahindra Finance Ltd were moved to a separate company. KSL's operations include stock broking, margin funding, and distribution of various financial products, including fixed deposits, equity and mutual funds.

As per audited IND-AS financials, KSL's profit after tax (PAT) was Rs 535 crore on a total income of Rs 1,852 crore for fiscal 2020, against Rs 408 crore and Rs 1,726 crore, respectively, for fiscal 2019.
 
As per IGAAP, for the half year ended September 30, 2020, PAT was Rs 368 crore on total income of Rs 975 crore, against Rs 259 crore and Rs  819 crore, respectively, for the corresponding period of the previous fiscal.

Key Financial Indicators
As on/for the half year ended September 30 Unit 2020
(As per IGAAP)
2019
(As per IGAAP)
Total assets Rs.Crore 9,815 9,214
Total income Rs.Crore 975 819
Profit after tax Rs.Crore 368 259
Gearing % 0.2 0.5
Return on assets (annualised) % 7.5 5.9

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 level Rating assigned with outlook
NA Commercial Paper NA NA 7-365 days 4000 Simple CRISIL A1+
NA Optionally Convertible Debentures* NA NA NA 50 Complex CRISIL AAAr/Stable
*Yet to be issued
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  4000.00  CRISIL A1+      29-11-19  CRISIL A1+  30-11-18  CRISIL A1+  28-11-17  CRISIL A1+  -- 
                    27-09-17  CRISIL A1+   
Optionally Convertible Debentures  LT  0.00
13-11-20 
CRISIL AAAr/Stable      29-11-19  CRISIL AAAr/Stable  30-11-18  CRISIL AAAr/Stable  28-11-17  CRISIL AAAr/Stable  CRISIL AAAr/Stable 
                    27-09-17  CRISIL AAAr/Stable   
All amounts are in Rs.Cr.
Links to related criteria
CRISILs Approach to Financial Ratios
Rating Criteria for Securities Companies
CRISILs Criteria for rating short term debt

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