Rating Rationale
March 27, 2020 | Mumbai
Thomas Cook India Limited
Rating outlook revised to 'Negative'; ratings reaffirmed
 
Rating Action
Total Bank Loan Facilities Rated Rs.739 Crore
Long Term Rating CRISIL AA-/Negative (Outlook revised from 'Stable' and rating reaffirmed)
Short Term Rating CRISIL A1+ (Reaffirmed)
 
Corporate Credit Rating CCR AA-/Negative (Outlook revised from 'Stable' and rating reaffirmed) 
Rs.50 Crore Commercial Paper^ CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
^Earler Short Term Debt (Including CP)
Detailed Rationale

CRISIL has revised its outlook on the long-term bank facilities and corporate credit rating of Thomas Cook India Ltd (TCIL) to 'Negative' from 'Stable', and reaffirmed the rating at 'CRISIL AA-'. The rating on the commercial paper and short-term bank facility has been reaffirmed at 'CRISIL A1+'.
 
The revision in rating outlook follows the potential adverse impact on global travel and tourism industry with travel embargos imposed by several nations due to Novel Coronavirus (Covid-19). With stringent travel restrictions in place and risk of transmission keeping people indoors, India outbound and inbound travel could be significantly impacted in the near future. While most of the restrictive measures are applicable till March 31, 2020, revocation of the measures will be contingent upon directive from the Central government and extent of spread of Covid-19. Prolonged travel restrictions and negative customer sentiments due to Covid-19 situation could significantly deteriorate the credit risk profile, with reduced profitability and liquidity, thereby putting downward pressure on the rating. Alternatively, a faster reversal to normalcy may contain the impact on the credit quality of TCIL.
 
TCIL is also undertaking several cash preservation measures including deferring employee salary increments, optimising payroll cost as well as reducing marketing costs and deferring lease rentals. However, the ability of the business to revert to operational stability and any relief measures given by the government will be a key monitorable. Further, strong financial risk profile with net free cash of more than Rs 200 crore, supports credit risk profile of the company. Any significant decline in the net free cash would remain a key rating sensitivity factor.
 
The ratings continue to reflect the Thomas Cook India group's healthy business risk profile, driven by a dominant position in the foreign exchange (forex) business and strong brand equity in travel-related services; comfortable capital structure; and adequate liquidity. These strengths are partially offset by susceptibility to geo-political risks and suboptimal operating performance of the vacation ownership and resorts business. Moreover, the group is exposed to risks related to its strategy of growth through acquisitions. Success of these acquisitions remains a key monitorable as it could materially alter the business and financial risk profiles of the group.

Analytical Approach

For arriving at its ratings, CRISIL has combined the business and financial risk profiles of TCIL and its subsidiaries, including Sterling Holiday Resorts Ltd (Sterling), Travel Corporation India Ltd (TCI), SOTC Travel Ltd ('CRISIL AA-/Negative'), Travel Circle International Ltd, Horizon Travel Services LLC, Travel Circle International (Mauritius) Ltd, and Digiphoto Entertainment Imaging group (DEI). This is because all these entities, collectively referred to as the Thomas Cook India group, are strategically important to, and have considerable operational integration with, TCIL. Earlier, the business and financial risk profiles of IKYA Human Capital Solutions Pvt Ltd (now known as Quess) were also combined. However, following the business restructuring, Quess has not been considered a part of the group to arrive at the ratings.
 
The estimated goodwill arising from various acquisitions has been amortised over 5-10 years.

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:
* Dominant position in the forex business and strong brand equity in travel-related services
The group leads both the wholesale and retail forex segments. The wholesale business is strengthened by the sound relationship with large banks in India. The strong position in the retail segment is supported by a wide distribution network and synergies with the travel segment. The group has dominant presence across the retail and corporate segments in the organised travel business, with high geographical diversity (presence across 29 countries with a strong network of 660+ retail outlets) and strong brand equity.
 
* Comfortable capital structure
Strong liquidity of Rs 1,724 crore in cash and cash equivalents (including current investments in mutual funds) with net free cash of more than Rs 200 crore as on December 31, 2019, and limited term debt repayments (Rs 73 crore out of outstanding consolidated adjusted debt of Rs 360 crore as on December 31, 2019) over the next 12 months, support financial risk profile. However, cash flow protection metrics could be significantly impacted in case of prolonged Covid-19 situation and would be a key rating sensitivity factor.
 
Weaknesses:
* Susceptibility to geo-political risks and intense competition
Operating margin in the travel business is vulnerable to adverse events and geo-political risks. Increasing competition from organised and unorganised players, along with the adverse impact of the global slowdown in the travel segment, may continue to constrain pricing power and profitability. The group also has to compete with online players. Though it has transformed itself from a brick-and-mortar player to its current omni-channel business model, its ability to profitably increase its low-cost e-business revenue share remains a key monitorable.
 
* Suboptimal operating performance of businesses
Performance of the traditional travel businesses remained subdued given the evolving business environment. Moreover, incremental cost for building up digital capability weakened profitability in these businesses. Nevertheless, investments in technology and initiatives to improve efficiency should benefit the group. The performance of the vacation ownership and resorts business, housed under Sterling, has been modest owing to moderate occupancy and high fixed cost. Pace of improvement and any further write-off (in fiscal 2016, there was a significant one-time write-off of about Rs 100 crore towards vacation ownership receivables and capital work-in-progress) will be key credit monitorables.
 
In June 2017, TCIL completed the acquisition of destination management specialist (DMS) entities of the Kuoni group, performance of which remained weak in the first year of operations post-acquisition. Also, the one-time expenditure resulted in losses in fiscal 2018. The management's focus on increasing scale and containing losses in these entities resulted in profits in the second quarter of fiscal 2019 compared to loss at the earnings before interest and taxes level in the second quarter of fiscal 2018. Nevertheless, the ability to scale up operations (by integrating and enhancing end-to-end service delivery capabilities of the acquired entities) and drive profitability (by leveraging investments in technology and targeting strategic benefits across businesses) remains a key rating sensitivity factor.
 
* Exposure to risks related to growth strategy through acquisitions and their funding
TCIL is one of Fairfax's acquisition vehicles. Over the years, the company has grown both organically and inorganically. It has completed multiple acquisitions (Quess, Sterling, Kuoni, and DEI) over the past seven fiscals. While the financial risk profile has been stable despite these transactions, the strategy of growth through acquisitions could materially alter the business and financial risk profiles and, therefore, remains a key rating sensitivity factor.
Liquidity Strong

Liquidity remains strong, with cash and cash equivalents of Rs 1,724 crore as on December 31, 2019, against repayment obligation of Rs 73 crore over the 12 months till December 31, 2020. Liquidity is driven by the nature of operations with significant advances from customers. Financial flexibility is enhanced by the ability to contract short- and long-term debt at competitive rates. On a standalone level, TCIL has no long-term debt, and working capital limit has been sparsely utilised. Its subsidiaries are expected to service debt through internal accrual and need-based support from TCIL.

Outlook: Negative

CRISIL believes TCIL's profitability and cash flow metrics could be materially impacted by continued travel restrictions due to prolonged Covid-19 situation.

Rating Sensitivity factors
Upward factors
* Sustained increase in scale of operations without weakening the capital structure and debt protection metrics
* Improved profitability of acquired businesses, leading to return on capital employed (RoCE) of more than 12% on a sustained basis
 
Downward factors
* Weaker capital structure because of large, debt-funded capital expenditure or acquisition
* Structural changes to scale and cost of operations
* Deterioration in the operating margin, with RoCE at less than 8% on a sustained basis
About the Group

TCIL is the leading integrated travel and travel-related financial services company in India, offering a broad spectrum of facilities that include forex, corporate travel, leisure travel, and visa and passport services.
 
In May 2012, Fairfax bought a 77% stake in TCIL through its wholly owned subsidiary, Fairbridge Capital Mauritius Ltd (FCML). As on June 30, 2019, FCML's shareholding in TCIL was 66.91%. Fairfax is a Toronto-based financial services holding company with global presence in insurance and reinsurance and an asset portfolio in excess of USD 39.6 billion invested worldwide.
 
TCIL acquired the Kuoni group's travel-related businesses in Hong Kong (November 2015) and India (December 2015) for around Rs 535 crore and the DMS business covering 17 countries across Asia, Australia, the Middle East, Africa, and the Americas in June 2017 for Rs 140 crore. In October 2017, the group acquired Tata Capital Forex Ltd (forex business) and TC Travel and Services Ltd (travel services business) from Tata Capital Ltd ('CRISIL AA+/Stable/CRISIL A1+').
 
Traditionally, TCIL had operated solely in the forex and travel-related service segments. In February 2014, it announced the acquisition of Sterling, a vacation ownership company. The transaction was primarily funded using Rs 500 crore infused by the parent, Fairfax, through FCML in the form of compulsorily convertible preference shares. Sterling became a subsidiary of TCIL in September 2014. Subsequent to a High Court order dated July 2, 2015, sanctioning the scheme of arrangement and amalgamation between Sterling, Thomas Cook Insurance Services (India) Ltd (TCISIL), and TCIL, the timeshare and resorts business has been demerged into TCISIL (which has since been renamed as Sterling), while the residual business of Sterling has been merged with TCIL by effecting a share swap between TCIL and Sterling's shareholders.
 
In February 2013, TCIL signed an investment agreement to acquire a 74% stake in Quess for Rs 256 crore. The acquisition was completed in May 2013. Quess, based in Bengaluru, provides integrated business services to clients. It completed an Rs 400 crore initial public offering in July 2016, followed by an Rs 873 crore institutional placement programme in August 2017. In November 2017, TCIL divested a 5.42% stake in Quess for about Rs 640 crore, while retaining the controlling stake. On completion of the proposed corporate restructuring scheme by issuing 1,886 equity shares of Quess (of Rs 10 each) for every 10,000 equity shares (of Re 1 each) held in TCIL, Quess has been demerged from the TCIL group.
 
On February 25, 2019, TCIL (under its subsidiaries) entered into an agreement to acquire a 51% stake in DEI, with an enterprise value of Rs 289 crore (USD 40.6 million). This acquisition was completed on March 28, 2019. DEI is a leading souvenir imaging solutions provider and is associated with over 120 partners across 14 countries.

Key Financial Indicators*
Particulars Unit 2019 2018
Revenue Rs crore 6667 5671
Profit after tax (PAT) Rs crore 89 5894^
PAT margin % 1.3 103.9
Adjusted debt/adjusted networth Times 0.06 0.05
Interest coverage Times 3.44 1.74
*The numbers reflect analytical adjustments made by CRISIL Ratings; fiscal 2018 financials exclude the contribution of Quess
^Includes fair value gain of Rs 5903.21 crore, with Quess being reclassified from a subsidiary to an associate of TCIL under Ind AS 110

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 Crore)
Rating Assigned
with Outlook
NA Commercial Paper NA NA 7-365 days 50 CRISIL A1+
NA Bank Guarantee $$ NA NA NA 6 CRISIL A1+
NA Bank Guarantee $ NA NA NA 120 CRISIL A1+
NA Bank Guarantee NA NA NA 3 CRISIL A1+
NA Bank Guarantee* NA NA NA 30 CRISIL A1+
NA Cash Credit ** NA NA NA 45 CRISIL AA-/Negative
NA Letter of Credit ## NA NA NA 285 CRISIL A1+
NA Letter of Credit NA NA NA 10 CRISIL A1+
NA Overdraft NA NA NA 65 CRISIL A1+
NA Overdraft @ NA NA NA 49 CRISIL A1+
NA Overdraft @@ NA NA NA 63 CRISIL AA-/Negative
NA Proposed Long Term
Bank Loan Facility
NA NA NA 63 CRISIL AA-/Negative
NA Corporate credit rating NA NA NA 0 CCR AA-/Negative
$$ Fully interchangeable with letter of credit (LC)
$ Letters of credit interchangeable with bank guarantee to the extent of Rs 50 crore
* Letters of credit interchangeable with bank guarantee to the extent of Rs 20 crore 
** Fully interchangeable with working capital demand loan (WCDL) and LC/ bank guarantee (BG)
## Facility of Rs 100 crore fully interchangeable with bank guarantee (BG) and post-shipment credit in foreign currency (PSFC) up to Rs 25 crore, facility of Rs 150 crore fully interchangeable between LC and BG, facility of Rs 35 crore interchangeable with BG up to Rs 15 crore
@@ Facility of Rs 55 crore fully interchangeable between LC and BG
@Facility of Rs 49 crore interchangeable with LC of up to Rs 25 crore
 
Annexure - List of entities consolidated
Sr. No Name of the Company Type of consolidation Rationale for consolidation
1 Asian Trails (Vietnam) Co Ltd Full consolidation Subsidiary
2 Asian Trails Co Ltd Full consolidation Subsidiary
3 Asian Trails Holdings Ltd Full consolidation Subsidiary
4 Asian Trails Ltd Full consolidation Subsidiary
5 Asian Trails SDN BHD Full consolidation Subsidiary
6 Asian Trails Tours Ltd Full consolidation Subsidiary
7 AT Lao Co, Ltd Full consolidation Subsidiary
8 Australian Tours Management Pty Ltd Full consolidation Subsidiary
9 Borderless Travel Services Ltd Full consolidation Subsidiary
10 Chang Som Ltd Full consolidation Subsidiary
11 Desert Adventures Tourism Ltd Full consolidation Subsidiary
12 Desert Adventures Tourism LLC Full consolidation Subsidiary
13 Gulf Dunes LLC Full consolidation Subsidiary
14 Gulf Dunes Tourism LLC Full consolidation Subsidiary
15 Horizon Travel Services LLC (USA) Full consolidation Subsidiary
16 Indian Horizon Marketing Services Ltd Full consolidation Subsidiary
17 Jardin Travel Solutions Ltd Full consolidation Subsidiary
18 Kuoni Australia Holding Pty Ltd Full consolidation Subsidiary
19 Kuoni Destination Management (Beijing) Ltd Full consolidation Subsidiary
20 Kuoni Private Safaris (Pty) Ltd Full consolidation Subsidiary
21 Kuoni Private Safaris Namibia (Pty) Ltd Full consolidation Subsidiary
22 Luxe Asia (Pvt) Ltd Full consolidation Subsidiary
23 Muscat Desert Adventures Tourism LLC Full consolidation Subsidiary
24 Nature Trails Resorts Pvt Ltd Full consolidation Subsidiary
25 Private Safaris (East Africa) Ltd Full consolidation Subsidiary
26 PT. Asian Trails Ltd Full consolidation Subsidiary
27 Reem Tours & Travels LLC Full consolidation Subsidiary
28 SITA World Travel (Nepal) Pvt Ltd Full consolidation Subsidiary
29 SITA World Travel Lanka (Pvt) Ltd Full consolidation Subsidiary
30 SOTC Travel Ltd (formerly Known as SOTC Travel Pvt Ltd) Full consolidation Subsidiary
31 SOTC Travel Management Pvt Ltd
(formerly known as SITA Travels and Tours Pvt Ltd)
Full consolidation Subsidiary
32 Sterling Holiday Resorts (Kodaikanal) Ltd Full consolidation Subsidiary
33 Sterling Holiday Resorts Ltd Full consolidation Subsidiary
34 Sterling Holidays (Ooty) Ltd Full consolidation Subsidiary
35 TC Forex Services Ltd
(formerly known as Tata Capital Forex Ltd
Full consolidation Subsidiary
36 TC Tours Ltd
(formerly known as Thomas Cook Tours Limited)
Full consolidation Subsidiary
37 TC Travel and Services Ltd Full consolidation Subsidiary
38 TC Visa Services (India) Ltd Full consolidation Subsidiary
39 TCI-GO Vacation India Pvt Ltd Full consolidation Subsidiary
40 Thomas Cook (Mauritius) Holding Company Ltd Full consolidation Subsidiary
41 Thomas Cook (Mauritius) Holidays Ltd Full consolidation Subsidiary
42 Thomas Cook (Mauritius) Operations Company Ltd Full consolidation Subsidiary
43 Thomas Cook Lanka (Pvt) Ltd Full consolidation Subsidiary
44 Travel Circle International (Mauritius) Ltd Full consolidation Subsidiary
45 Travel Circle International Ltd;
formerly known as Luxe Asia Travel (China) Ltd
Full consolidation Subsidiary
46 Travel Corporation (India) Ltd Full consolidation Subsidiary
47 DEI Holdings Ltd Full consolidation Subsidiary
48 Digiphoto Entertainment Imaging LLC Full consolidation Subsidiary
49 Digiphoto Entertainment Imaging SDN BHD Full consolidation Subsidiary
50 Digiphoto Entertainment Imaging Pte Ltd Full consolidation Subsidiary
51 PT. Digiphoto Imaging Indonesia Full consolidation Subsidiary
52 Digiphoto Entertainment Image (Shanghai Co) Ltd Full consolidation Subsidiary
53 Digiphoto Entertainment Imaging Ltd Full consolidation Subsidiary
54 Digiphoto Imaging (Macau) Ltd Full consolidation Subsidiary
55 DEI Solutions Ltd Full consolidation Subsidiary
56 Digiphoto SAE Full consolidation Subsidiary
57 Digiphoto Entertainment Imaging Co Ltd Full consolidation Subsidiary
58 D E I General Trading LLC Full consolidation Subsidiary
59 Digi Photo Electronics Repairing LLC Full consolidation Subsidiary
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 AA-/Negative      22-11-19  CCR AA-/Stable    --    --  -- 
            09-10-19  CCR AA-/Stable           
Commercial Paper  ST  50.00  CRISIL A1+    --    --    --    --  -- 
Non Convertible Debentures  LT    --    --    --  03-05-18  Withdrawal  04-10-17  CRISIL AA-/Stable  CRISIL AA-/Stable 
                    18-08-17  CRISIL AA-/Stable   
                    30-05-17  CRISIL AA-/Stable   
Short Term Debt (Including Commercial Paper)  ST          22-11-19  CRISIL A1+  27-07-18  CRISIL A1+  04-10-17  CRISIL A1+  CRISIL A1+ 
            09-10-19  CRISIL A1+  03-05-18  CRISIL A1+  18-08-17  CRISIL A1+   
            26-09-19  CRISIL A1+      30-05-17  CRISIL A1+   
            06-03-19  CRISIL A1+           
            21-01-19  CRISIL A1+           
Fund-based Bank Facilities  LT/ST  285.00  CRISIL AA-/Negative/ CRISIL A1+      22-11-19  CRISIL AA-/Stable/ CRISIL A1+  27-07-18  CRISIL AA-/Watch Developing/ CRISIL A1+  04-10-17  CRISIL AA-/Stable/ CRISIL A1+  CRISIL AA-/Stable/ CRISIL A1+ 
            09-10-19  CRISIL AA-/Stable/ CRISIL A1+  03-05-18  CRISIL AA-/Watch Developing/ CRISIL A1+  18-08-17  CRISIL AA-/Stable/ CRISIL A1+   
            26-09-19  CRISIL AA-/Stable/ CRISIL A1+      30-05-17  CRISIL AA-/Stable/ CRISIL A1+   
            06-03-19  CRISIL AA-/Stable/ CRISIL A1+           
            21-01-19  CRISIL AA-/Stable/ CRISIL A1+           
Non Fund-based Bank Facilities  LT/ST  454.00  CRISIL A1+      22-11-19  CRISIL A1+  27-07-18  CRISIL A1+  04-10-17  CRISIL A1+  CRISIL A1+ 
            09-10-19  CRISIL A1+  03-05-18  CRISIL A1+  18-08-17  CRISIL A1+   
            26-09-19  CRISIL A1+      30-05-17  CRISIL A1+   
            06-03-19  CRISIL A1+           
            21-01-19  CRISIL A1+           
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
Bank Guarantee$$ 6 CRISIL A1+ Bank Guarantee$$ 10 CRISIL A1+
Bank Guarantee$ 120 CRISIL A1+ Bank Guarantee$ 123 CRISIL A1+
Bank Guarantee 3 CRISIL A1+ Bank Guarantee* 30 CRISIL A1+
Bank Guarantee* 30 CRISIL A1+ Proposed Long Term Bank Loan Facility 12 CRISIL AA-/Stable
Cash Credit** 45 CRISIL AA-/Negative Cash Credit** 65 CRISIL AA-/Stable
Letter of Credit## 285 CRISIL A1+ Letter of Credit## 285 CRISIL A1+
Letter of Credit 10 CRISIL A1+ Letter of Credit 10 CRISIL A1+
Overdraft 65 CRISIL A1+ Overdraft 65 CRISIL A1+
Overdraft@ 49 CRISIL A1+ Overdraft@ 49 CRISIL A1+
Overdraft@@ 63 CRISIL AA-/Negative Overdraft@@@ 90 CRISIL AA-/Stable
Proposed Long Term Bank Loan Facility 63 CRISIL AA-/Negative -- 0 --
Total 739 -- Total 739 --
$$ Fully interchangeable with letter of credit (LC)
$ Letters of credit interchangeable with bank guarantee to the extent of Rs 50 crore
* Letters of credit interchangeable with bank guarantee to the extent of Rs 20 crore
** Fully interchangeable with working capital demand loan (WCDL) and Letter of Credit (LC)/ bank guarantee (BG)
## Facility of Rs 100 crore fully interchangeable with BG and post-shipment credit in foreign currency (PSFC) up to Rs 25 crore, facility of Rs 150 crore fully interchangeable between LC and BG, facility of Rs 35 crore interchangeable with BG up to Rs 15 crore
@@@ Facility of Rs 75 crore fully interchangeable between LC and BG
@@ Facility of Rs 55 crore fully interchangeable between LC and BG
@Facility of Rs 49 crore interchangeable with LC of up to Rs 25 crore
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 Consolidation
CRISILs Criteria for rating short term debt
Mapping global scale ratings onto CRISIL scale

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