Rating Rationale
December 30, 2020 | Mumbai
NSE Clearing Limited
Rating Reaffirmed
 
Rating Action
Corporate Credit Rating  CCR AAA/Stable (Renewed & Reaffirmed) 
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has renewed and reaffirmed its 'CCR AAA/Stable' rating on NSE Clearing Limited (NSE Clearing; part of the National Stock Exchange). The rating indicates the highest degree of strength with regard to honouring debt obligation.
 
The rating continues to reflect strong operational and financial linkages with the parent, the National Stock Exchange of India Ltd (NSE), and comprehensive risk management systems. These strengths are partially offset by exposure to risks such as volatility in revenue and the predominantly fixed cost structure of operations that are inherent in a clearing business.
 
Both NSE and NSE Clearing have witnessed significant operational changes between April-November 2020 on account of the new regulations relating to share re-pledging, peak margin reporting and upfront margin collections. The exchange has developed systems and processes to implement these regulations. Barring initial hiccups, both NSE and NSE Clearing have been able to run operations smoothly.
 
The group has benefited from the substantial growth in volumes in both equity and derivatives segments between April-November 2020. The overall turnover in the cash segment has increased by 59% (annualised) for the first eight months of fiscal 2021 as compared with the whole of fiscal 2020. Similarly, within the futures and options (F&O) segment the turnover has increased by 41% (annualised) for this period.
 
The corporation has high technological strength and strong capitalisation on account of a large core settlement guarantee fund (SGF). As of December 2020, the core SGF stood at Rs 3,439 crore improving from Rs 3,134 crore as on March 31 2020. The strong risk management practices and higher core SGF provide comfort to majority of the institutional clients in getting clearing and settlement done through NSE Clearing.  NSE Limited also continues to command dominance as far as market share is concerned; as of 8 months ended November 2020, the market share of transactions done on NSE stood at 94.2% in the cash segment and 96.1% in the futures and options segment.
 
NSE and NSE clearing (Combined) remains well capitalised with a net worth of Rs 8385 crore as on September 30, 2020, as against Rs 7520 crore as on March 31, 2020. These companies does not have any borrowings on its books. The net worth has improved significantly during the first half of fiscal 2021 on account of healthy accretion to reserves. Profit after tax (PAT; combined) stood at Rs 1,509 crore as against Rs 1,001 crore for the corresponding period of the previous fiscal.

Analytical Approach

For arriving at the rating, CRISIL has combined the business and financial risk profiles of NSE and NSE Clearing, because of their integrated nature of operations.

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:
* Strong operational and financial linkages with NSE
NSE Clearing, the wholly owned subsidiary of NSE, provides clearing and settlement services for trades executed in the capital market, F&O and currency derivatives segments of stock exchanges. It also provides clearing and settlement for trades executed on NSE in the new debt and commodity derivatives segments. Further, it assumes counterparty risks of members and guarantees financial settlement. This helps stock exchanges to isolate operations from risks related to settlement and clearance. The company has constantly up-graded clearing and settlement procedures, bringing India's financial markets in line with international markets. Even in fiscal 2021, it has implemented newer systems and processes relating to share pledging, peak margin reporting and upfront margin collection. There was rapid growth in the overall turnover in over the past few fiscals on account of higher participation and launch of newer products. NSE Clearing's growth and turnover are related to NSE as it derives most of its earnings from the parent. NSE's turnover in the F&O segment stood at Rs 3454 lakh crore end fiscal 2020, up 45% from Rs 2376 lakh crore in the previous fiscal. The turnover in the cash market segment has improved by 13% in fiscal 2020 to Rs 89.99 lakh crore from Rs 79.49 lakh crore in the previous fiscal. Between April-November 2020 on account of lockdown and high volatility the cash and derivatives markets witnessed huge upswing in the trading volumes which caused cash market volumes to increase by 59%(annualised) and derivatives market volumes to increase by 41%(annualised) to Rs 95.5 lakh crore and Rs 3252 lakh crore respectively.
 
Despite the likelihood of new exchanges emerging in the country, the long track record of seamless operations, robust risk management systems, and established liquidity will enable NSE to maintain its leadership position in the Indian markets.
 
* Comprehensive risk management systems
The systems are regularly upgraded to pre-empt market failures. The company has stringent norms for selection of members and maintains a robust surveillance mechanism for monitoring risk-based position limits and margins maintained by clients. Also, in line with guidelines issued by the Securities and Exchange Board of India (SEBI) on August 27, 2014, NSE Clearing has created a sizable core SGF. The objective of this is to manage a corpus of adequate fund for each segment (for instance cash, F&O) to guarantee the settlement of trades that are executed. If a clearing member fails to honour settlement commitments, the core SGF shall be used to fulfil the obligation and complete the settlement without affecting the normal process.

While NSE Clearing was earlier also maintaining an SGF on its own, the core SGF that is maintained as per the guidelines laid down by SEBI is even more comprehensive and rigorously enforceable.  As per SEBI, the core SGF is the corpus of the fund that should be adequate to meet all contingencies arising on account of failure of payment by any member. The risk or liability to the fund depends on various factors such as trade volume, delivery percentage, the history of defaults and the degree of safety measures employed by the clearing corporation or stock exchange. In order to ensure effective distribution of responsibilities among the exchange, clearing corporations and clearing members, SEBI has also prescribed the level of contribution by each of the counter parties.
 
The corpus of core SGF can be invested only in fixed deposits with banks (only those banks which have a networth of more than Rs 500 crore and are rated A1+ or above) or in highly liquid securities such as treasury bills, government securities and money market/liquid mutual funds. As of December 2020, the total value of core SGF of NSC Clearing stood at over Rs 3,439 crore.
 
Weakness:
* Variable revenue, linked to large fixed-cost structure
NSE Clearing derives most of its earnings from NSE and its growth and turnover are closely related to those of the exchange. Both their cost structures have a high component of fixed costs with technology infrastructure and payment to employees accounting for a bulk of these costs. On the other hand, the combined earnings of the two companies are inherently linked with the trading turnover on NSE. Since they have to incur fixed costs irrespective of their revenue, the operating leverage remains high, and this should continue over the medium term.
Liquidity Superior

NSE Clearing is debt free as on date. As on September 30, 2020, the company had cash and cash equivalents of Rs 523.7 crore (Rs 5918.4 crore were funds pertaining to settlement obligations and margin money from members). Further, it has investments of Rs 252 crore and no debt repayment obligation.

Outlook: Stable
CRISIL believes NSE Clearing will continue to have a strong market position due to its association with NSE, and maintain comprehensive risk management systems and adequate core SGF commensurate with the clearing volumes, over the medium term.

Rating Sensitivity factors
Downward factors
* Substantial reduction in the stake held (falling below 51%), or revision in stance of support, by NSE
* Considerable deterioration in profitability owing to system level risk (except for exceptional items)
* Significant fall in the corpus of core SGF

About NSE Clearing
NSE Clearing (formerly, National Securities Clearing Corporation Ltd), a wholly owned subsidiary of NSE, was incorporated in 1995 to foster investor confidence in clearing and settlement of securities, promote short and consistent settlement cycles, provide counterparty risk guarantees, and operate rigorous risk containment systems. It commenced clearing operations in April 1996 and is presently engaged in the clearing and settlement of currency F&O, interest futures and corporate bonds.

About NSE
NSE, India's leading stock exchange, was set up by the country's prominent financial institutions to provide a modern, automated, screen-based trading system with national reach. Incorporated in 1992, NSE commenced operations in the wholesale debt market in 1994. Its operations in the equity and derivatives segments commenced in November 1994 and June 2000, respectively. NSE was the first exchange to receive approvals from SEBI and the Reserve Bank of India for trading in currency derivatives and interest rate futures; the exchange had a market share of 95% and almost 100% in the cash and derivatives segments, respectively, during fiscal 2020. It helped transform the microstructure, market practices, and trading volumes in the Indian securities market.

Key Financial Indicators - (NSE Clearing)
As on/for the period ended March 31 Unit Sep 20 / H1 fiscal 2021 2020 2019
Total assets Rs crore 11,270 13,675 10,529
Total income Rs crore 248 431 381
Profit after tax Rs crore 126 213 173
Gross NPA % NA NA NA
Adjusted gearing Times Nil Nil Nil
Return on net worth % 41.1 39.0 31.1
 
Key Financial Indicators - (NSE Clearing + NSE)
As on/for the period ended March 31 Unit Sep 20 / H1 fiscal 2021 2020 2019
Total assets Rs crore 22428 22795 18827
Total income Rs crore 2632 3661 3410
Profit after tax Rs crore 1509 1774 1158
Gross NPA % NA NA NA
Adjusted gearing Times - - -
Return on networth % 38.0 24.6 17.3

Any other information:
* Ongoing investigation in respect to NSE's colocation facility
In May 2019, SEBI passed five different orders on the co-location and dark fibre case involving NSE, the parent company of NSE Clearing. In its order on NSE's co-location facility, SEBI had stated that while there is insufficient evidence to conclude that the exchange has committed a fraudulent and unfair trade practice, NSE had not exercised due diligence while putting in place the tick-by-tick (TBT) architecture. As per SEBI's order, such a situation created a trading environment in which information dissemination was asymmetric.
 
In view of this, SEBI had directed NSE to disgorge a portion of profits earned from the TBT data dissemination activity between fiscals 2011 and 2014 totalling to Rs 624.89 crore. After taking into account the interest quantum (calculated at 12% per annum from April 1, 2014), the total amount to be disgorged is estimated to be in excess of Rs 1,000 crore. SEBI had also barred NSE from the securities market for six months which was completed in November 2019. In addition, the regulator had directed the exchange to carry out system audit at frequent intervals after thorough appraisal of the technological changes introduced from time to time; reconstitute its Standing Committee on Technology at regular intervals to take stock of technological issues; and frame a clear policy on administering whistle-blower complaints. In its order on dark fibre, SEBI had held that NSE had conducted its business in a manner that involved unfair trade practice. SEBI had also directed NSE to pay Rs 62.58 crore plus interest for unfair trade practice that allowed the usage of dark fibre for high-frequency trading by unauthorised vendors. Subsequently, NSE has appealed to the securities appellate tribunal against the disgorgement order of SEBI. NSE has transferred the above amount of Rs 687.5 crore to SEBI while it has maintained a separate bank account to transfer revenue earned from the colocation facility
 
CRISIL will continue to monitor the situation with specific focus on NSE's competitive position, financial strength and liquidity.

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.Cr) Rating assigned
with outlook
NA NA NA NA NA NA NA
 
Annexure - List of entities consolidated
Entity consolidated Extent of consolidation Rationale for consolidation
NSE Limited Full Parent
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
CCR   0.00  CCR AAA/Stable        30-12-19  CCR AAA/Stable  31-12-18  CCR AAA/Stable  07-12-17  CCR AAA/Stable  CCR AAA 
            09-05-19  CCR AAA/Stable      02-03-17  CCR AAA/Stable   
All amounts are in Rs.Cr.
Links to related criteria
Rating Criteria for Securities Companies
CRISILs Criteria for Consolidation
Criteria for Notching up Stand Alone Ratings of Companies based on Group Support

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