Rating Rationale
October 19, 2020 | Mumbai
Shapoorji Pallonji Finance Private Limited
'CRISIL A-/Watch Negative' assigned to NCD ; Rating continues on 'Watch Negative'
 
Rating Action
Total Bank Loan Facilities Rated Rs.1000 Crore
Long Term Rating CRISIL A- (Continues on 'Rating Watch with Negative Implications')
 
Rs.300 Crore Non Convertible Debentures CRISIL A- (Assigned; Placed on 'Rating Watch with Negative Implications')
Rs.200 Crore Non Convertible Debentures CRISIL A- (Continues on 'Rating Watch with Negative Implications')
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has assigned its 'CRISIL A-' rating to Rs 300 crore of Shapoorji Pallonji Finance Private Limited (SPFPL) while placing the same on 'Rating Watch with Negative Implications'. The ratings on other debt instruments and bank facilities continue on 'Rating Watch with Negative Implications'.
 
On October 8, 2020, CRISIL had downgraded the long term rating of SPFPL to CRISIL A- from CRISIL A+/Stable and placed it on 'Rating Watch with Negative Implications'. The rating action was on account of weakening in credit profile of the parent, Shapoorji Pallonji Company Private Limited (SPCPL) and on account of continuation of higher leverage levels at SP group (SPCPL along with its group companies is together referred to as SP group) due to delays in asset monetization and fund infusion plans of promoters. Also cash flows are likely to be impacted in the current fiscal due to lockdowns and pandemic induced slowdown in the economy and shall constrain company's cash buffers. Based on interaction with management, CRISIL understands that some of the SP Group companies have applied for one-time restructuring (OTR) on September 17, 2020 under Reserve Bank of India (RBI) guidelines issued on August 06, 2020-'Resolution Framework for COVID-19-related Stress', post which SPCPL has not paid commercial paper obligations due on September 25, 2020 of ~Rs 200 crore even though they were having adequate funds, to justify uniformity to all its lenders. Subsequently, SP Group companies may not make debt servicing payments over the near term, till the clarity from the lenders on OTR is received. CRISIL has noted the development with regards to OTR and is in discussion with management to seek clarity on details of the debt to be restructured and lenders' stance on the OTR application.
 
The watch reflects likelihood of further stress in company's credit profile in case of adverse stance by lenders towards the restructuring application by SP Group entities. Further, it also factors dependence on promoter fund infusion, asset monetization, stake sales in group companies and refinancing to meet the sizable repayment obligations of ~Rs 10,000-11,000 crore for fiscal 2021 apart from equity commitment for under-construction projects. These events may reduce financial pressures over the medium term, but timeline around these remain a key monitorable. On the resolution of the watch, the rating on the new instrument is unlikely to move down by more than one or two notches.
 
The ratings on SPFPL factors in the company's comfortable capitalization and expectation of support extended to it, if needed, by its parent, SPCPL - the flagship company of the SP group, both on an ongoing basis and in the event of stress.

From an industry perspective, the nationwide lockdown imposed by the government to contain the spread of Covid-19 has impacted disbursements and collections of financial institutions, particularly non-banking financial companies. While, the lockdown has been eased in a phased manner, certain states have implemented localised lockdowns to control rising infections. It is expected that the lifting of restrictions will continue to be in a phased manner. Any delay in return to normalcy will put further pressure on collections and asset quality metrics of the financial institutions. Additionally, any change in the behaviour of borrowers on payment discipline can affect delinquency levels. Also, while the one-time restructuring scheme announced by the RBI will provide the necessary support to affected borrowers in the current environment, the details and operational implementation of the same remains to be seen.

On the asset side, SPFPL had offered moratorium to its borrowers (around 6% of the portfolio as of August 2020) and evaluated on a case to case basis depending upon the impact of Covid-19 on the business operations of the borrower. Given, the low proportion of the loan book under moratorium, the collections had not been impacted significantly in the past few months. Nevertheless, in the current challenging macro environment, income streams of the borrowers particularly in the real estate book and corporate lending book will be under pressure and remain a key monitorable.

On the liability side, RBI had announced regulatory measures under 'Covid-19 - Regulatory Package', whereby lenders were permitted to grant moratorium on bank loans. CRISIL understands that SPFPL did not avail of a moratorium on its bank loans or any other borrowings.

SPFPL has a strong liquidity profile. As a policy, the company endeavors to maintain positive asset-liability maturity gaps in all buckets up to one year. Further, the company maintains adequate cover for its maturing debt obligations and had liquidity cushion of ~Rs 117 crore available in the form of cash and bank balance, liquid investments and unutilised bank lines as on September 30, 2020. Against this the company had debt obligations (principal and interest) of ~Rs 88 crores in the next three months till December 31, 2020.

Analytical Approach

For arriving at the ratings, CRISIL has analysed the standalone business and financial risk profile of SPFPL and factored in benefit of support that it is expected to receive from its parent, SPCPL, if needed.

Key Rating Drivers & Detailed Description
Strengths
* Comfortable capitalisation
SPFPL's net worth (unaudited as per IGAAP) stood at Rs 411 crores as on March 31, 2020 up from Rs 381 crores as on March 31, 2019.  In fiscal 2018, SPFPL raised Rs 239 crores of capital including Rs 132 crores raised via rights issue in March 2018 from both its shareholders ' Rs 67 crore from SPCPL and Rs 65 crore from SSG group; the latter became a shareholder of SPFPL in March 2018. As on March 31, 2020, the SSG group held 46.875% stake in SPFPL while SPCPL group held 53.125%.  While the gearing was low at 1.4 times as on March 31, 2020 (1.3 time as on March 31, 2019), it is could increase gradually going forward but is not expected to exceed 3-4 times over the medium term.
 
* Strategic importance to SPCPL and benefits from its parentage
SPFPL is strategically important to SPCPL, as the former is the only financial services company of the SP group in the lending space. Further, the group has identified financial services as a key focus area and plans to expand its presence in this space. SPCPL currently holds 53.125% stake in SPFPL and is expected to maintain at least 51% shareholding in the company. SPFPL receives significant business, financial, and managerial support from SPCPL. SPFPL has considerable managerial and operational linkages with SPCPL, which extends management support through its nominee directors with due representation from Mistry family (Currently, Mr Shapoorji Mistry is on SPFPL's board). Further, four out of seven directors on the board of SPFPL are SP nominees. SPCPL is expected to continue to have board and management control over SPFPL. SPFPL's business, particularly real estate and vendor finance, has significant synergies with the existing businesses of the SP group.
 
SPCPL has infused Rs 239 crores in SPFPL since fiscal 2017, including Rs 174 crores infused in fiscal 2018. Additional need-based capital is also expected to be brought in. Also, SPCPL has demonstrated its stance of support to SPFPL by documenting its intention to continue management and board control, maintain minimum 51% shareholding, share a common brand name, and ensure that SPFPL meets its financial obligations in a timely manner. All these factors establish SPCPL's moral obligation to support SPFPL, if needed.
 
Weakness
* Limited track record in the financial services business:
Though SPFPL was incorporated in 1994, it was a dormant entity until 2016. The company is primarily present in real estate lending, corporate lending, & vendor financing segments and had a loan book of Rs 1028 crore as on March 31, 2020 (Rs 839 crore as on March 31, 2019, Rs 482 crore as on March 31, 2018). As of March 31, 2020, corporate lending book formed 39% of the loan book followed by vendor financing at 33% and real estate book at 29%. The management has extensive experience in the corporate lending space and the company has put in place strong credit appraisal and risk management processes.
 
The company reported profit after tax (unaudited as per IGAAP) of Rs 30 crore and total income (net of interest) of Rs 118 crore in fiscal 2020 (PAT of Rs 44 crore and total income (net of interest) of Rs 84 crore in fiscal 2019). The profitability was impacted in fiscal 2020 on account of Covid-19 related provisioning of ~Rs 32 crore and provisioning against non-performing assets (NPAs) of around Rs 15 crore. Nevertheless, profitability, over the medium term, is likely to be supported by the high yields in its target segment and low operating expenditure.
 
However, there will be exposure to concentration risks and vulnerability to economic stress inherent in a wholesale lending business model. As on March 31, 2020, the top 10 exposures formed ~40% of the overall loan book. As of March 31, 2020, gross NPAs (unaudited as per IGAAP) stood at 1.5% as against nil NPAs a year earlier. The increase in NPAs is on account of slippage in one account in the real estate book aggregating Rs 15 crore. Nevertheless, the account is backed by adequate collateral
 
While a part of the book is expected to be within the SP Group ecosystem (towards vendors and real estate projects of SP group), ability to grow the loan book and manage asset quality through economic cycles will be key rating monitorables.
Liquidity Adequate

SPFPL has maintained positive asset-liability maturity gaps in all buckets up to one year as of September 2020. As on September 30, 2020, the company had no commercial papers outstanding and had debt repayment of Rs 88 crores till December 31, 2020. Against this, liquidity is available in the form of cash and bank balance, liquid investments and unutilized bank lines (~Rs 117 crore). Additionally, the company had inflows from loan repayments of ~ Rs 305 crore. The company also benefits from being a part of the SP group, although the company hasn't required any liquidity support from the group since inception.

Rating Sensitivity Factors:
Upward Factors
* Upward revision in CRISIL's credit view on the parent, SPCPL
* Significant scale up in market position while maintaining asset quality (gross NPA <1%) and earnings profile on a sustained basis
 
Downward Factors
* Dilution in stake by the parent, or a downward revision in CRISIL's credit view on SPCPL or diminution in the expected support from the parent.
* Deterioration in asset quality with gross NPA increasing to above 3%, over an extended period, thereby also impacting profitability

About the group and the company
The SP group is a diversified conglomerate with the flagship company SPCPL specialising in construction, design and building, and engineering, procurement and construction. The group has over 60,000 employees in India and abroad.
 
SPFPL is the financial services arm of the SP group. It was incorporated in 1994 and originally received a non-banking financial company license in 1994. The company did not have any significant operations until recently. It is now engaged in corporate structured lending with a focus on providing innovative and structured debt solutions to corporates including financing to the real estate sector, vendor financing, promoter funding, loans against shares, and other structured corporate loans. As on March 31, 2020, SPCPL group held 53.125% (of which SPCPL held 53.082%) and SSG group held 46.875%.
 
SSG group has invested in SPFPL through 'Investment Opportunities IV Pvt. Ltd'Ã'Â? based out of Singapore. SSG has two nominee directors on the board of SPFPL. SSG Group are engaged in the business of investing principally in credit and / or credit ' related assets and other credit and equity special situations investments in the Asia Pacific region including equity investments.
 
In fiscal 2020, the company reported a PAT (unaudited as per IGAAP) of Rs 30 crore and total income (net of interest) of Rs 118 crore in fiscal 2020 (PAT of Rs 44 crore and total income (net of interest) of Rs 84 crore in fiscal 2019).

Key Financial Indicators
As on/for the period ended March 31   2020* 2019
Total Assets Rs crore 1061 920
Total income Rs crore 118 84
PAT Rs crore 30 44
Gross NPA % 1.5 NA
Adjusted gearing Times 1.4 1.3
Return on assets % 3.0 5.8
*Unaudited figures as per IGAAP

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/Tenor Issue Size
(INR. Crs)
Complexity Level Rating Assigned
with Outlook
INE716V07016 Non-Convertible Debentures 26-Jun-20 10.5% 26-Jun-23 75 Simple CRISIL A-/Watch Negative
NA Non-Convertible Debentures# NA NA NA 125 Simple CRISIL A-/Watch Negative
NA Non-Convertible Debentures# NA NA NA 300 Simple CRISIL A-/Watch Negative
NA Proposed Long Term Bank Loan Facility NA NA NA 275 NA CRISIL A-/Watch Negative
NA Working Capital Limits NA NA NA 225 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 16-Mar-22 25 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 24-Sep-23 50 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 2-Nov-23 55 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 22-Nov-23 45 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 10-May-22 50 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 30-Aug-24 100 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 4-Sep-22 75 NA CRISIL A-/Watch Negative
NA Term Loan NA NA 6-Sep-24 100 NA CRISIL A-/Watch Negative
#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    --  08-10-20  Withdrawn  24-10-19  CRISIL A1+  28-12-18  CRISIL A1+  04-12-17  CRISIL A1+  CRISIL A1+ 
            23-10-19  CRISIL A1+  28-09-18  CRISIL A1+  29-06-17  CRISIL A1+   
            17-10-19  CRISIL A1+  28-08-18  CRISIL A1+       
            29-01-19  CRISIL A1+  10-04-18  CRISIL A1+       
                15-03-18  CRISIL A1+       
                22-02-18  CRISIL A1+       
Non Convertible Debentures  LT  75.00
19-10-20 
CRISIL A-/Watch Negative  08-10-20  CRISIL A-/Watch Negative  24-10-19  CRISIL A+/Stable  28-12-18  CRISIL AA-/Stable  04-12-17  CRISIL AA-/Stable  CRISIL AA-/Stable 
            23-10-19  CRISIL A+/Stable  28-09-18  CRISIL AA-/Stable  29-06-17  CRISIL AA-/Stable   
            17-10-19  CRISIL A+/Stable  28-08-18  CRISIL AA-/Stable       
            29-01-19  CRISIL AA-/Stable  10-04-18  CRISIL AA-/Stable       
                15-03-18  CRISIL AA-/Stable       
                22-02-18  CRISIL AA-/Stable       
Fund-based Bank Facilities  LT/ST  1000.00  CRISIL A-/Watch Negative 08-10-20  CRISIL A-/Watch Negative  24-10-19  CRISIL A+/Stable  28-12-18  CRISIL AA-/Stable  04-12-17  CRISIL AA-/Stable  CRISIL AA-/Stable 
            23-10-19  CRISIL A+/Stable  28-09-18  CRISIL AA-/Stable  29-06-17  CRISIL AA-/Stable   
            17-10-19  CRISIL A+/Stable  28-08-18  CRISIL AA-/Stable       
            29-01-19  CRISIL AA-/Stable  10-04-18  CRISIL AA-/Stable       
                15-03-18  CRISIL AA-/Stable       
                22-02-18  CRISIL AA-/Stable       
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
Proposed Long Term Bank Loan Facility 275 CRISIL A-/Watch Negative Proposed Long Term Bank Loan Facility 275 CRISIL A-/Watch Negative
Term Loan 500 CRISIL A-/Watch Negative Term Loan 500 CRISIL A-/Watch Negative
Working Capital Facility 225 CRISIL A-/Watch Negative Working Capital Facility 225 CRISIL A-/Watch Negative
Total 1000 -- Total 1000 --
Links to related criteria
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating Criteria for Finance Companies
CRISILs Bank Loan Ratings
CRISILs Criteria for rating short term debt
Criteria for Notching up Stand Alone Ratings of Companies based on Parent Support

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