Rating Rationale
January 16, 2018 | Mumbai
Tata Sons Limited
'CRISIL AAA/Stable' assigned to NCD
 
Rating Action
Total Bank Loan Facilities Rated Rs.50 Crore
Long Term Rating CRISIL AAA/Stable (Reaffirmed)
 
Rs.5000 Crore Non Convertible Debentures CRISIL AAA/Stable (Assigned)
Non-Convertible Debentures Aggregating Rs.24305 Crore CRISIL AAA/Stable (Reaffirmed)
Fixed Deposits Programme FAAA/Stable (Reaffirmed)
Rs.5000 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has assigned its 'CRISIL AAA/Stable' rating to the Rs. 5,000 crore Non-Convertible Debentures (NCD) of Tata Sons Limited (TSL) while reaffirming the ratings on its existing debt instruments and bank facilities at 'CRISIL AAA/FAAA/Stable/CRISIL A1+'.
 
The ratings continue to reflect Tata Sons' exceptional financial flexibility as the principal holding company of the Tata group, and its strong financial risk profile supported by company's comfortable liquidity and a sound capital structure. These rating strengths are partially offset by Tata Sons' increased participation in Tata group companies' investment programmes which is expected to increase debt levels in the near to medium term and thereafter shall correct back to current level over the long term.

Key Rating Drivers & Detailed Description
Strengths
* Exceptional financial flexibility:  Tata Sons' financial flexibility arises from its ability to raise additional funds by sale or pledge of its large portfolio of investments, mainly equity shares in Tata Consultancy Services Ltd (TCS). As on January 14, 2018, the market value of investments including TCS is more than Rs 5 lakh crore. Tata Sons also holds core equity stakes in many other Tata group companies. These equity investments provides ample financial flexibility for raising additional funds through several avenues, should the need arise. For instance, during first half of fiscal 2018, Tata Sons participated in share buyback program of TCS which further augmented its liquidity by around Rs 10,000 crore.
 
* Strong financial risk profile: Tata Sons financial risk profile is supported by company's comfortable liquidity and a sound capital structure. The adjusted gearing is expected to increase over the near term from 0.5 time as on March 31, 2017 on account of increase in debt for supporting its investments However, CRISIL expects adjusted gearing to correct over the medium term leading to strong financial risk profile. Tata Sons remains adequately resourced, which together with regular dividend income primarily from its holding in TCS provides high cash flow adequacy for debt servicing. As on January 12, 2018, the cash and cash equivalents were about Rs 4,195 crore.

Weakness
* Increased participation in Tata group companies' investment programmes: The Tata group has been expanding its business presence through both organic and inorganic means. This has resulted in large funding requirements across group companies. Tata Sons, with its strong balance sheet and, liquidity, and being the principal investment holding company of the Tata Group, is expected to participate in investments in these group companies.  Tata Sons is also the driving vehicle for the Tata group's venture in growth sectors such as financial services, retail, consumer, infrastructure, realty, defence and aerospace. As a result, Tata Sons' business risk profile will depend on the success of these investments. CRISIL maintains dialogue with Tata Sons and the Tata group companies to understand change, if any, in strategy and its impact on the business, or support to Tata group companies. Based on our discussions so far with the management, Tata Sons is expected to invest substantial amounts over next 12-18 months for reduction of debt in the telecom companies especially in Tata Teleservices Ltd (TTSL, rated 'CRISIL AA-/Stable/CRISIL A1+'). The above support may entail an increase in Tata Sons debt in the near term leading to increase in ratio of debt to market value of investments. However, it is unlikely to breach 15% and it is expected to correct to levels of 10% over the medium term primarily on account of reduction in debt levels. CRISIL believes the company will fund its investments and purchase of cross-holding with a judicious mix of additional debt, cash accruals, and liquidation of assets. Any significant increase in debt levels or material increase in the level of debt to market value of investment shall remain a key rating monitorable.
Outlook: Stable

The outlook reflects the Tata group's broad and diverse business focus across various sectors, and its competitive business positions in these segments. Also, Tata Sons' exceptional financial flexibility is expected to mitigate the impact of its participation in the group's acquisition and expansion programmes.
 
Downside Scenario
* Any adverse impact on its financial flexibility due to higher-than-expected borrowings as a proportion of market value of investments on a sustained basis.

About the Company

Tata Sons is the principal investment holding company of the Tata group. Around 66% of Tata Sons' share capital is held by public charitable trusts. It holds core equity stakes in major group companies including TCS, Tata Steel Ltd, Tata Motors Ltd (rated 'CRISIL AA/Positive/CRISIL A1+'), The Tata Power Company Ltd (rated 'CRISIL AA-/Stable/CRISIL A1+'), Tata Chemicals Ltd (rated 'CRISIL A1+'), Tata Investment Corporation Ltd (rated 'CRISIL AAA/Stable'), TTSL, Tata Capital Ltd (rated 'CRISIL AA+/Stable/CRISIL A1+), Tata AIA Life Insurance Company Ltd, Tata Industries Ltd (rated 'CRISIL A1+'),  Tata Sky Ltd (rated 'CRISIL A+/Positive/CRISIL A1+'), and Tata Projects Ltd (rated 'CRISIL A1+'). Tata Sons is registered as a core investment company with the Reserve Bank of India.

Key Financial Indicators
As on / for the period ended March 31   2017 2016
Revenue Rs crore 7810 7080
Profit after tax (PAT) Rs crore 805 3010
PAT margins % 10.3% 42.5%
Adjusted Debt/Adjusted Net worth Times 0.52 0.50
Interest coverage Times 5.96 4.16

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
INE895D08246 Debentures 7-Jun-10 8.99% 7-Jun-20 150 CRISIL AAA/Stable
INE895D08253 Debentures 15-Jul-10 8.97% 15-Jul-20 350 CRISIL AAA/Stable
INE895D08261 Debentures 6-Sep-10 9.10% 6-Sep-20 250 CRISIL AAA/Stable
INE895D08287 Debentures 23-Nov-10 9.18% 23-Nov-20 300 CRISIL AAA/Stable
INE895D08428 Debentures^ 16-Apr-12 9.87% 16-Apr-17 500 CRISIL AAA/Stable
INE895D08436 Debentures 25-Apr-12 9.54% 25-Apr-22 250 CRISIL AAA/Stable
INE895D08444 Debentures^ 21-May-12 9.85% 21-May-17 310 CRISIL AAA/Stable
INE895D08451 Debentures 12-Jun-12 9.69% 12-Jun-22 350 CRISIL AAA/Stable
INE895D08469 Debentures^ 16-Jul-12 9.87% 17-Jul-17 750 CRISIL AAA/Stable
INE895D08477 Debentures 23-Jul-12 9.70% 25-Jul-22 438 CRISIL AAA/Stable
INE895D08501 Debentures^ 13-Aug-12 9.68% 14-Aug-17 250 CRISIL AAA/Stable
INE895D08493 Debentures 13-Aug-12 9.70% 16-Aug-22 152 CRISIL AAA/Stable
INE895D08519 Debentures 29-Aug-12 9.71% 29-Aug-22 175 CRISIL AAA/Stable
INE895D08535 Debentures^ 13-Sep-12 9.66% 13-Sep-17 260 CRISIL AAA/Stable
INE895D08543 Debentures 13-Sep-12 9.67% 13-Sep-22 300 CRISIL AAA/Stable
INE895D07354 Debentures 27-Nov-12 9.40% 27-Nov-27 1000 CRISIL AAA/Stable
INE895D08568 Debentures 2-May-13 8.85% 2-May-18 500 CRISIL AAA/Stable
INE895D08550 Debentures 2-May-13 8.85% 2-May-23 225 CRISIL AAA/Stable
INE895D08576 Debentures 21-May-13 8.32% 21-May-23 175 CRISIL AAA/Stable
INE895D07388 Debentures 13-Dec-13 9.76% 13-Dec-18 193 CRISIL AAA/Stable
INE895D07370 Debentures 13-Dec-13 9.71% 13-Dec-23 237 CRISIL AAA/Stable
INE895D07404 Debentures^ 13-Jan-14 9.77% 13-Jan-18 225 CRISIL AAA/Stable
INE895D07412 Debentures 13-Jan-14 9.78% 13-Jan-19 385 CRISIL AAA/Stable
INE895D07396 Debentures 13-Jan-14 9.74% 13-Jan-24 305 CRISIL AAA/Stable
INE895D07438 Debentures 20-Mar-14 9.90% 20-Mar-19 400 CRISIL AAA/Stable
INE895D07446 Debentures 20-Mar-14 9.90% 20-Mar-24 300 CRISIL AAA/Stable
INE895D07461 Debentures 2-Jun-14 9.43% 2-Jun-19 245 CRISIL AAA/Stable
INE895D07453 Debentures 2-Jun-14 9.44% 2-Jun-24 155 CRISIL AAA/Stable
INE895D07479 Debentures 19-Jun-14 9.25% 19-Jun-19 450 CRISIL AAA/Stable
INE895D07487 Debentures 19-Jun-14 9.30% 19-Jun-24 550 CRISIL AAA/Stable
INE895D07503 Debentures 22-Jan-15 8.60% 22-Jan-20 100 CRISIL AAA/Stable
INE895D07495 Debentures 22-Jan-15 8.50% 22-Jan-25 200 CRISIL AAA/Stable
INE895D08584 Debentures 31-Aug-15 8.55% 31-Aug-20 220 CRISIL AAA/Stable
INE895D08592 Debentures 31-Aug-15 8.55% 31-Aug-25 30 CRISIL AAA/Stable
INE895D07511 Debentures 2-Feb-16 8.48% 2-Feb-26 2000 CRISIL AAA/Stable
INE895D08600 Debentures 5-Aug-16 8.07% 5-Aug-21 400 CRISIL AAA/Stable
INE895D08618 Debentures 5-Aug-16 8.08% 5-Aug-26 200 CRISIL AAA/Stable
INE895D08626 Debentures 5-Aug-16 8.09% 6-Aug-29 100 CRISIL AAA/Stable
INE895D08634 Debentures 2-Sep-16 8.01% 2-Sep-21 390 CRISIL AAA/Stable
INE895D08642 Debentures 2-Sep-16 8.04% 2-Sep-26 285 CRISIL AAA/Stable
INE895D08659 Debentures 2-Sep-16 8.07% 3-Sep-29 635 CRISIL AAA/Stable
INE895D08667 Debentures 14-Dec-16 7.55% 14-Dec-19 750 CRISIL AAA/Stable
INE895D08675 Debentures 14-Dec-16 7.60% 14-Dec-21 500 CRISIL AAA/Stable
INE895D08865 Debentures 4-Jan-17 7.90% 4-Jan-32 865 CRISIL AAA/Stable
INE895D08733 Debentures 1-Mar-17 7.90% 1-Mar-20 500 CRISIL AAA/Stable
INE895D08758 Debentures 2-Mar-17 7.90% 2-Mar-20 500 CRISIL AAA/Stable
INE895D08741 Debentures 3-Mar-17 7.90% 3-Mar-20 500 CRISIL AAA/Stable
INE895D08766 Debentures 6-Mar-17 7.90% 6-Mar-20 500 CRISIL AAA/Stable
INE895D08782 Debentures 23-Mar-17 8.25% 23-Mar-22 1000 CRISIL AAA/Stable
INE895D08790 Debentures 23-Mar-17 8.25% 23-Mar-22 500 CRISIL AAA/Stable
INE895D08808 Debentures 14-Aug-17 7.40% 16-Aug-22 2000 CRISIL AAA/Stable
INE895D08816 Debentures 14-Aug-17 7.30% 14-Aug-20 200 CRISIL AAA/Stable
INE895D08824 Debentures 16-Aug-17 7.40% 14-Aug-20 600 CRISIL AAA/Stable
INE895D08832 Debentures 18-Aug-17 7.35% 18-Aug-20 250 CRISIL AAA/Stable
INE895D08840 Debentures 21-Aug-17 7.40% 21-Aug-20 250 CRISIL AAA/Stable
INE895D08857 Debentures 28-Aug-17 7.35% 28-Aug-20 200 CRISIL AAA/Stable
NA Debentures* NA NA NA 500 CRISIL AAA/Stable
NA Debentures* NA NA NA 5000 CRISIL AAA/Stable
NA Commercial Paper NA NA 7-365 days 5000 CRISIL A1+
NA Overdraft Facility NA NA NA 50 CRISIL AAA/Stable
NA Fixed Deposits NA NA NA - FAAA/Stable
*Yet to be issued
^CRISIL is awaiting independent confirmation of redemption before withdrawing ratings on these instruments
Annexure - Rating History for last 3 Years
  Current 2018 (History) 2017  2016  2015  Start of 2015
Instrument Type Quantum Rating Date Rating Date Rating Date Rating Date Rating Rating
Commercial Paper  ST  5000  CRISIL A1+    No Rating Change    No Rating Change    No Rating Change    No Rating Change  CRISIL A1+ 
Fixed Deposits  FD  FAAA/Stable    No Rating Change    No Rating Change    No Rating Change    No Rating Change  FAAA/Stable 
Non Convertible Debentures  LT  29305  CRISIL AAA/Stable    No Rating Change    No Rating Change    No Rating Change    No Rating Change  CRISIL AAA/Stable 
Fund-based Bank Facilities  LT/ST  50  CRISIL AAA/Stable    No Rating Change    No Rating Change    No Rating Change    No Rating Change  CRISIL AAA/Stable 
Table reflects instances where rating is changed or freshly assigned. 'No Rating Change' implies that there was no rating change under the release.
Annexure - Details of various bank facilities
Current facilities Previous facilities
Facility Amount (Rs.Crore) Rating Facility Amount (Rs.Crore) Rating
Overdraft 50 CRISIL AAA/Stable Overdraft 50 CRISIL AAA/Stable
Total 50 -- Total 50 --
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating criteria for manufaturing and service sector companies
CRISILs Criteria for rating short term debt

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