Rating Rationale
August 27, 2018 | Mumbai
Tata Advanced Materials Limited
Rating continues on 'Watch Developing' ; NCD reaffirmed
 
Rating Action
Total Bank Loan Facilities Rated Rs.410 Crore
Long Term Rating CRISIL A+ (Continues on 'Rating Watch with Developing Implications')
 
Rs.100 Crore Non Convertible Debentures CRISIL AA+(SO)/Stable (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL's rating on the long-term bank facilities of Tata Advanced Materials Limited (TAML) continue to be on 'Rating Watch with Developing Implications' while the rating on the non-convertible debenture (NCD) issue is reaffirmed at 'CRISIL AA+(SO)/Stable'.

CRISIL had placed its rating on long term bank facilities on watch on June 4, 2018, following the proposed sale of 100% shareholding of TAML currently held by Tata Industries Limited (TIL; rated 'CRISIL A1+') to Tata Advanced Systems Ltd (TASL; rated 'CRISIL AA-/CRISIL A1+/Watch Developing'; 100% subsidiary of Tata Sons Ltd). As part of the arrangement, TAML will operate as a 100% subsidiary of TASL. The transaction is subject to customary regulatory approvals.
 
CRISIL will continue to monitor the progress on this and its impact on credit profile of TAML and new parent TASL. CRISIL is in talks with the company's management of TAML to get more clarity on the proposed transaction and its impact on the business and financial risk profiles of the company and stance of support from new parent. The proposed transaction is expected to be completed in 6 months pending regulatory approvals. CRISIL will take appropriate rating action if required on obtaining, adequate information clarity on the aforementioned aspects and upon successful closure of the transaction, post receipt of all approvals.
 
The rating continues to reflect strong financial and managerial support of the parent, TIL as and when required, improving business risk profile supported by increasing scale of operations and profitability. The rating also factors in strong revenue visibility backed by healthy level of signed contracts coupled with favourable demand outlook. The rating strengths are partially offset by weak, albeit, improving financial risk profile, working capital and capital intensive nature of operations due to new product development cost.
 
The rating of CRISIL AA+(SO)/Stable for the NCD programme continues to reflect the strength of the unconditional, irrevocable, and continuing corporate guarantee provided by TAML's parent, TIL, for all obligations on the rated debt including but not restricted to the entire principal and interest. The rating is supported by a well-defined and trustee monitored structure to ensure timely servicing of the debt by the guarantor. CRISIL believes that TIL's guarantee for TAML's NCD, together with the structured payment mechanism, will ensure that all debt obligations of TAML are met in a timely manner. The payment mechanism for coupon, redemption, and early redemption is given in the annexure below.

Key Rating Drivers & Detailed Description
Strengths
* Strong Financial and Managerial Support from parent, TIL: TAML is a part of Tata Group. Currently, TAML is a wholly owned subsidiary of TIL (in which Tata Sons Ltd rated CRISIL AAA/FAAA/Stable/CRISIL A1+ directly holds around 50% stake). TIL is one of the main investment vehicles of the Tata group, and spearheads investments in the new business areas. TAML enjoys a significant need based financial support from the parent. Apart from equity investment of Rs 142 crore, TIL has over the years infused funds in the form of preference shares of Rs 125 crore as on March 31, 2018 and also guaranteed non-convertible debentures of Rs 100 crore and Rs 50 crore of commercial paper programme. Furthemore, TAML receives strong management support from the TIL.
 
* Improving Business Risk Profile: TAML manufactures composites which cater to the demands of the aircraft manufacturers and also finds application in the personal and vehicle armours for defence. The company supplies the composites to major tier I manufacturers of Boeing and Airbus and enjoys a strong relationship with its customers. The company enjoys a sole supplier status for majority of its products that it manufacturers thereby further strengthening its business risk profile.
 
TAML entered into composite manufacturing in fiscal 2010 and commenced commercial operations from fiscal 2012. After the initial years of suboptimal performance, the scale of operations have significantly improved over the last few years on the back of improvement in the execution of orders. This significant growth in scale of operations has enabled the company to register compounded annual growth rate (CAGR) of 39% over the last five years.

Suboptimal scale of operations in the initial years resulted in operational losses for the company. However, with the improvement in the scale of operations in the last few years, the operations have turned profitable. Operating profitability improved from 10.4% in fiscal 2016 to 21.5% in fiscal 2018 as compared to operational loss of 5.2% in fiscal 2015. CRISIL believes that the business risk profile of the company is expected to improve further considering healthy order book level coupled with growing importance of composites in view of various advantages like high stiffness-to-weight ratio, corrosion resistance and durability.

* Strong Revenue Visibility: TAML has over the years improved its market position in the aerospace segment. The company enjoys strong revenue visibility over the medium term backed by unexecuted contracts of about Rs 1500 crore as on October 9, 2017. Given favourable demand prospects, CRISIL believes that signed contracts in hand is expected to remain robust over the medium term.
 
Weakness
* Weak albeit improving financial risk profile:  The financial risk profile is constrained on account of negative networth due to high gestation losses though debt protection metrics remain adequate. However, healthy accretion to reserves over the last two years on the back of improvement in operational performance supported the networth. Debt protection metrics have witnessed improvement on the back of improvement in the profitability.  Interest coverage and net cash accruals to total debt (NCATD) ratios improved to 4.31 times and 0.21 time for fiscal 2018 from 1.0 time and 0.0 time respectively for fiscal 2016. Furthermore, improvement in profitability coupled with effective working capital management has ensured lower reliance on borrowings. Though the financial risk profile has witnessed improvement over the last two years, the same remains constrained by negative networth. CRISIL believes that healthy accretion to reserves backed by healthy profitability, will result in positive networth over the medium term thereby improving the financial risk profile.
 
* Working capital intensive nature of operations: TAML's operations are working capital intensive in view of high level of inventory and debtors days. The inventory level remains high in view of the requirement of specialised nature of raw materials, which has to be imported. Higher timeframe involved in delivery of consignment subsequent to which customer starts processing the payment results in higher level of inventory. While around 25% of these current assets are funded by creditors, TAML depends on the working capital borrowings to fund the balance requirement. The working capital utilisation over the twelve months ended August 2017 stood at about 75%. CRISIL believes that though TAML's working capital requirement would increase on account of the increase in the scale of operations, expectation of healthy cash generation would support the incremental working capital requirement needs. Additionally, the company also incurs capex at regular intervals for ensuring new product development.

Outlook (on rating of NCD guaranteed by TIL): Stable
CRISIL's rating on the guaranteed NCD programme is based on its assessment of the credit risk profile of TIL.

Upside Scenario/Downside Scenario
* Any change in CRISIL's assessment of the credit profile of TIL will have a consequent impact on the credit rating of TAML.

About the Company

TAML, currently wholly owned subsidiary of TIL, is engaged in manufacturing composites components for Aerospace (around 88% of the revenue) and defence and industrial sectors. The manufacturing facility of the company is located at Jigani Industrial Estate near Bangalore over an area of 16 acres with State of the Art infrastructure of global standards.

About the guarantor
TIL is one of the main investment vehicles of the Tata group, and spearheads investments in new business areas. Currently, the focus areas for investments are technology-intensive sectors and emerging businesses such as e-commerce, life sciences, alternative energy, advanced materials, etc.  The company also has an advisory services division, Tata Strategic Management Group (TSMG), an education division, Tata Classedge, and an e-learning division, Tata Interactive Services (TIS). In fiscal 2016, TIL started two new divisions' Digital Health Platform and Insights & Quants. It also holds a minority stake in other listed Tata group companies, the market value of which stood at Rs 1971 crore as on August 24, 2018.
 
In fiscal 2010, TIL became a subsidiary of Tata Sons Ltd following the latter's acquisition of the Jardine Matheson group's 20% stake in, and participation in the rights issue of ~Rs 950 crore of TIL. Tata Sons, currently, directly and indirectly holds 52.8% stake in TIL.
 
As per provisional results, for fiscal 2017, TIL reported an operating profit of Rs.91 crore (Rs.240 crore for the previous year), net loss of Rs.586 crore (net loss of Rs.8 crore) after accounting for one time exceptional items, on a total operating income of Rs.391 crore (Rs 480 crore).

Salient features of the NCD

  • Default interest @ 2%per annum payable monthly over documented rate in case of default in payment of interest and/or principal redemption on due dates.
  • The coupon/interest rate shall be increased by 25 basis points (bps) for each notch downgrade.
  • Debenture holders can exercise the right to call for accelerated redemption or increase the coupon by 50 bps in case the credit rating of falls below 'CRISIL A+' or lower.  
  • Escrow shall be opened prior to funding date to ensure timely payment of interest and principal; escrow account shall be operated by debenture trustee solely.
  • Accelerated/Early redemption due to following events: 
     
  1. Event of default (as listed in Clause 10 of Debenture Trust Deed)
  2. Credit rating revision  to "A+" or lower
  3. Breach of financial covenants or other covenants
    1. Change in constitution of the issuer
    2. Total long term plus short term debt shall be capped at Rs 700 crore through the tenure of NCD and shall exclude the working capital and trade credits
    3. Security cover should be atleast 1.1x through the tenure of NCD on the entire outstanding amount
  4. Promoter shareholding falls below 51% or fails to retain management control or definitive agreement for transfer of shares  of the issuer has been signed between promoter group and a proposed buyer which leads to one of the first two mentioned conditions, at all points of time during tenure of NCDs.

As per CRISIL's definition of complexity levels, this instrument is categorized as 'Complex'.


Annexure: Payment Mechanism (T Structure)
For Interest Payment:
T-5 days     Issuer to fund the escrow account with interest or any other dues on NCDs.
T-4 days In case the Issuer does not fund the escrow account, the Debenture Trustee will issue notice to TIL, to fund the escrow account by T-2 days
T-2 days TIL to fund the escrow account
T day Debenture Trustee to use the funds in escrow account for payment of interest or any other dues related to NCD.
 
For Principal Payment / Maturity Payment:
T-3 days by 2.00 pm. Issuer to fund the escrow account with principal or any other dues on NCDs.
T-3 days after 2.00 pm. In case the Issuer does not fund the escrow account, Debenture Trustee will issue notice to TIL on T-3 days after 2.00 pm to fund the escrow account by T-1 day.
T-1 day TIL to fund the escrow account
T day Debenture Trustee to use the funds in the escrow account for payment of principal or any other dues related to NCD.
 
For Payment under Early Redemption/Event of Default*:
T day
 
Debenture Trustee to issue notice to the Issuer for payment under the event of default/early redemption. A copy of such a notice shall also be sent to TIL (Guarantor) to inform about the same
T+5 days Issuer to fund the escrow account
T+6 days In case the Issuer is unable to fund the escrow account, Debenture Trustee will issue notice to TIL to fund the escrow account by T+10 days.
T+10 days Guarantor to fund the escrow account with outstanding amount payable on NCDs
Between T+10 days to T+15 days Debenture Trustee will use the funds from the escrow account and pay the debenture holders.
*Clarification: For ample clarification, there shall be no cure period of payment for default on payment under any scenario. Event of default for payment is due and payable immediately.
 
Key Financial Indicators
As on / for the period ended March 31 2018 2017
Revenue Rs crore 398 419
Profit after tax (PAT) Rs crore 57 32
PAT margins % 14.4 7.6
Adjusted Debt/Adjusted Net worth Times (8.50) (4.50)
Interest coverage Times 4.31 3.00

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
INE097C07011 Non-Convertible Debentures 28-Mar-16 8.85% 28-Mar-19 100.0 CRISIL AA+(SO)/Stable
NA Term Loan NA NA Sep-21 30.00 CRISIL A+/Watch Developing
NA Term Loan NA NA Yet to be availed 20.00 CRISIL A+/Watch Developing
NA Cash Credit* NA NA NA 360.00 CRISIL A+/Watch Developing
*interchangeable with Packing Credit/Overdraft/Bill discounting /Letter of credit /Bank Guarantee
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  100.00
27-08-18 
CRISIL AA+(SO)/Stable  04-06-18  CRISIL AA+(SO)/Stable  24-10-17  CRISIL AA+(SO)/Stable  17-10-16  CRISIL AA+(SO)/Stable    --  -- 
                11-04-16  CRISIL AA+(SO)/Stable       
                10-03-16  Provisional CRISIL AA+(SO)/Stable       
Fund-based Bank Facilities  LT/ST  410.00  CRISIL A+/Watch Developing  04-06-18  CRISIL A+/Watch Developing  24-10-17  CRISIL A+/Stable  17-10-16  CRISIL A+/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
Cash Credit* 360 CRISIL A+/Watch Developing Cash Credit* 360 CRISIL A+/Watch Developing
Term Loan 50 CRISIL A+/Watch Developing Term Loan 50 CRISIL A+/Watch Developing
Total 410 -- Total 410 --
*interchangeable with Packing Credit/Overdraft/Bill discounting /Letter of credit /Bank Guarantee
Links to related criteria
CRISILs Approach to Financial Ratios
Rating criteria for manufaturing and service sector companies
Criteria for Notching up Stand Alone Ratings of Companies based on Parent Support

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