Rating Rationale
October 16, 2020 | Mumbai
Tube Investments of India Limited
Long-term rating removed from 'Watch Developing'; short-term rating reaffirmed
 
Rating Action
Total Bank Loan Facilities Rated Rs.700 Crore
Long Term Rating CRISIL AA+/Stable (Removed from 'Rating Watch with Developing Implications'; Rating Reaffirmed)
Short Term Rating CRISIL A1+ (Reaffirmed)
 
Rs.100 Crore Non Convertible Debentures CRISIL AA+/Stable (Removed from 'Rating Watch with Developing Implications'; Rating Reaffirmed)
Rs.100 Crore Non Convertible Debentures CRISIL AA+/Stable (Removed from 'Rating Watch with Developing Implications'; Rating Reaffirmed)
Rs.525 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
Detailed Rationale

CRISIL has removed its ratings on the long term bank facilities and long term debt instruments of Tube Investments of India Limited (TI) from 'Rating Watch with Developing Implications', reaffirmed the rating at 'CRISIL AA+' and assigned a 'Stable' outlook. The rating on the short-term facility and commercial paper has been reaffirmed at 'CRISIL A1+'.
 
The rating action follows the announcement by TI of the approval from Competition Commission of India for the proposed acquisition of controlling interest in CG Power and Industrial Solutions Ltd (CG Power) by TI. CG is now awaiting approval from the stock exchanges for listing of the subscription shares, following which TI will infuse funds to initially acquire 53.16% stake, and a further 5.42% subsequently within 18 months, entailing a total outgo of ~Rs.800 crores. The acquisition of 58.58% stake in CG Power is being funded largely through a combination of debt and cash surpluses.
 
CG Power is a large player in the domestic engineering and manufacturing segment and had standalone revenues of ~Rs. 3169 crores in fiscal 2020 (Rs.5,361 crores in fiscal 2019). Due to various financial irregularities by the erstwhile promoters which affected its operations, CG Power became a stressed asset. The lenders of CG Power were looking for a resolution of the debt. TI won the bid for acquiring CG Power under the 'Swiss Challenge route' and has also entered into a One Time Settlement (OTS) with existing lenders of CG Power. The funds infused by TI for acquiring majority stake in CG Power, will be utilised to ease its working capital issues. 
 
The acquisition of CG Power is expected to significantly add scale to TI's business profile, with TI's consolidated revenue likely to improve to over Rs 8,000 crore, from Rs 4,750 crore in fiscal 2020. Besides, the acquisition is also expected to yield synergies such as common vendors and complementary product categories, and strengthen TI's overall business risk profile by providing further diversity to revenues and reducing dependence on the cyclical automotive sector (currently 55-60%% of TI's revenues is derived from the automotive industry). Furthermore, benefits derived from the cost control measures initiated in the past are expected to continue, and along with ramp up of C G Power's utilisation levels, leading to operating profitability of 8-10% (TI's operating profitability was 12% in fiscal 2020) over the medium term.
 
However, TI's financial risk profile will be moderately impacted over the medium term, owing to expected increase in debt for part funding the acquisition, as well as due to addition of CG Power's debt. This increase in debt coupled with impact of lockdown on account of COVID-19 outbreak and overall slowdown in the automotive industry are likely to impact TI's credit metrics in fiscal 2021, leading to peak consolidated gearing of close to 1-1.2 times. A gradual improvement in key credit metrics is expected as benefits of integration are realised.  
 
CRISIL's ratings continue to reflect TI's healthy business risk profile with diversified revenue streams and leading market positions in most businesses. The ratings also factor in its adequate financial risk profile, and healthy financial flexibility, including due to its position as one of the leading companies of the Murugappa group. These strengths are partially offset by the moderation in TI's bicycle segment revenues, marginal vulnerability of its operating profitability to intense competition and cyclicality in the automobile sector, and increased working capital intensity, post-acquisition of CG Power.

Analytical Approach

For arriving at its ratings, CRISIL has combined the business and financial risk profiles of TI and all its subsidiaries since they operate in similar lines of business with significant operational and financial linkages. CRISIL has also amortised the goodwill on acquisition of Shanthi Gears Limited (SGL) of around Rs. 280 Crore over a period of ten years commencing November 2012.
 
C G Power will also be fully consolidated with TI going forward, since TI is acquiring controlling stake and has operational linkages with C G Power. The goodwill on acquisition of C G Power will also be amortised over a period of ten 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:
* Healthy business risk profile marked by diversified revenue streams, and leading market positions in key business segments:
TI has a strong presence in bicycle manufacturing (16% of consolidated revenue in fiscal 2020), engineering (45%), metal forming (34%), and gear and gear products (5%) businesses. The company is among the top-three players in these segments. Acquisition of 70.12% stake in SGL in fiscal 2013 has also helped diversify revenue further besides providing a leadership position in the special gears and gearboxes segment. The business risk profile continues to benefit from the ramp-up of its recently commissioned large diameter tubes plant and improving volume outlook across engineering and metal forming business segments, driven by better demand from the non-automotive sector. This is expected to offset some of the decline in demand from auto sector.
 
TI's large diameter tubes capacity has stabilised after initial problems, which has led to the improvement in profitability for the engineering division from fiscal 2017 onwards. Over the medium term, tie-ups with both national and international customers should enable higher utilisation. Furthermore, the bicycle division is seeing the benefit from the exit from the lower margin institutional sales and increased focus on retail segment. Besides, engineering and metal form divisions are also expected to benefit from their diversified product offerings. TI's subsidiary, SGL, too is benefitting from improving demand for gears, resulting in steady revenue growth and better coverage of fixed costs. 
 
However, TI's revenue is expected to decline in the near term due to headwinds faced by the domestic auto industry and TI's sizeable exposure to the automotive business in its engineering and metal forming segments. While a decline in operating margins is expected, TI's focus on initiatives to enhance value offerings, and continuing productivity initiatives (leading to better asset utilisation) is expected to result in sustenance of operating profitability at 8-10%, (12% in fiscal 2020) despite the slowdown in automotive sector and impact of lockdown.
 
* Adequate financial risk profile, and healthy financial flexibility, including due to its position as one of the leading companies of the Murugappa group
TI's financial risk profile has remained strong, supported by steep debt reduction initiatives undertaken by its management in the past besides generating healthy free cash flows. This had helped TI reduce its gearing to under 0.23 times as on March 31, 2020, from 1.09 times earlier, while its interest cover ratio has also improved to ~16 times in fiscal 2020, from the earlier levels of 2.8 times. Besides, TI continues to benefit from the Murugappa group's strong relationships with the lending community, which facilitates debt raising at competitive rates. Moreover, being a leading company of the group also enhances its financial flexibility.
 
Going forward, capital expenditure (capex) is expected to be nominal ~Rs 100-200 crore annually to debottleneck existing capacities and for routine modernisation of its units.  CRISIL expects the capex to be funded largely through cash accruals.
 
With the proposed acquisition of CG Power, peak gearing is likely to deteriorate to ~1-1.2 times, from 0.23 time in fiscal 2020, while gross debt to EBITDA will also increase materially. Besides, cash generation is also expected to moderate to Rs. 250 crore for fiscal 2021 (from Rs 393 crore in fiscal 2020) due to impact of Covid-19 coupled with higher interest outgo in the near term, and then subsequently improve. Consequently, debt protection metrics like net cash accruals to total debt (NCATD) and interest coverage ratios are expected to moderate to less than 0.15 time and 4.7 time on annualised basis, post the acquisition, compared to over 1 time and 15.9 time respectively in fiscal 2020.
 
However, credit metrics are expected to gradually correct over the medium term, with expected revival in operations of CG Power post fund infusion by TI, coupled with expected recovery in existing business cash flows of TI from fiscal 2022. Further monetisation of non-core real estate assets at CG Power will also help lower debt. Gross debt to EBITDA and gearing are expected at ~2-2.2 times and below 1 times by end of fiscal 2022. CG Power will also reduce its debt over the medium term through sale of assets. Successful integration and revival of operations at CG Power, and monetisation of non-core real estate assets will be key monitorables, post-acquisition.
 
CG Power also has sizeable contingent liabilities in form of guarantees given to overseas subsidiaries by the Indian entity, and tax claims. While TI as an acquirer is in discussion with lenders to resolve some of these liabilities including through sale of overseas assets, no material impact is expected post acquisition. TI's management may also propose to close down most of CG Power's overseas subsidiaries over time; some are already in the process of liquidation. With respect to the tax claims, based on discussion with legal counsel, no material claims are anticipated. Nevertheless, any large outflow on these aspects will also be a monitorable.
 
Weaknesses:
* Moderation in TI's bicycles segment revenues 
TI is the second largest player in the domestic bicycles market and enjoys market leadership in the faster growing specials segment. TI's bicycle business has witnessed sluggish growth in recent times, due to intense competitive pressures and also tepid off-take in the standards bicycle segment, which accounts for ~45% of industry volumes (though only about 29% for TI). The overall bicycles industry is itself estimated to have witnessed a decline in volumes in fiscal 2020, as sale of special bicycles, too witnessed some pressure. TI, in a bid to improve margins has exited the institutional business which was dependent on large Government orders. These orders come in spurts, had longer gestation period and were very competitively priced which lent irregularity to revenues and lower margins.
 
While the strategy of focussing on only retail sales has led to a decline in overall revenues from bicycles (16% of revenues in fiscal 2020 compared to 23% in fiscal 2019), the same has been offset by an improvement in margins and lower net working capital. This also enables TI to focus more and strengthen its presence on the retail segment; albeit the share of bicycles in TI's overall revenues is unlikely to increase sharply again.
 
* Vulnerability to intense competition and cyclical slowdown, especially from the automobile sector
Consolidated operating profitability improved to 12% in fiscal 2020 from an average of 9% between fiscal 2015 and fiscal 2019 due to sustained cost rationalization measures and consolidation of units. The profitability of its bicycle division is expected to sustain at fiscal 2020 levels due to exit from the lower margin institutional business, introduction of new models, continued freight savings from the Rajpura plant, and focus on various cost reduction initiatives. However, TI remains vulnerable to increasing competition, cyclical automobile demand, volatile power costs, and only moderate pricing power. Also, SGL's operating profitability has moderated from healthy levels of around 25% in the past, as recent orders have not been as profitable as earlier ones, due to intense competition and sub-optimal utilisation of capacities.
 
The imposition of lockdown has further affected operations and CRISIL expects TI's consolidated operating profitability to stabilise at 8-10% over the near to medium term, supported by rationalization of fixed overheads across businesses, as well as increasing focus on profitable orders at SGL.
 
* Increased working capital intensity of operations
With the acquisition of CG power, the working capital requirements are expected to increase as CG power caters to segments such as electrical equipment, where receivables are usually stretched and in the range of 100-120 days. Hence, the overall gross current asset days, are expected to increase from 90 days and remain over 135 days post the acquisition. Higher than anticipated increase in working capital may result in increased short term debt, preventing the improvement in overall financial risk profile.
Liquidity Strong

TI's liquidity is strong, supported by the Murugappa Group parentage and its ability to raise funds from multiple sources at attractive rates of interest, given the group's strong franchise with the lending community. While, the company is expected to generate lower accruals of around Rs. 250 crore in fiscal 2021, due to the ongoing auto sector slowdown exacerbated by COVID-19 outbreak; accruals are expected to improve to over Rs 500 crore annually over the medium term. TI will utilize these accruals to service part of its debt, and fund annual capex of about Rs. 150 crore. The company's long-term debt repayment is about Rs. 100 crore in fiscals 2021.
 
While repayment obligations are expected to increase to around Rs 200-250 crore from fiscal 2022 on successful completion of the acquisition, refinancing, in case of any exigencies is not expected to be a challenge, considering its strong financial flexibility. The company also moderately utilized its working capital limits and current cash surpluses stood at around Rs. 350 crore at August 31, 2020 further benefitting liquidity. Besides, some of the debt which will be acquired from C G Power will also be retired through sale of real estate assets.

Outlook: Stable

CRISIL believes TI's overall credit profile will remain healthy supported by well-diversified revenue profile, established market position in different business segments, and adequate financial risk profile. Credit metrics are expected to gradually correct over the medium term, with expected revival in operations of TI, CG Power and progressive repayment of debt.

Rating Sensitivity factors
Upward Factors:
* Stability in revenue growth, and sustenance of operating profitability at 10-12% on consolidated basis, leading to healthy cash generation
* Strengthening of financial risk profile marked by improving credit metrics; for instance, gearing of below 0.5-0.7 times and gross debt to EBITDA of less than 1.3-1.5 times, post-integration of CG Power.
* Substantial build-up in cash surplus.
 
Downward Factors:
* Steep fall in revenues or consolidated operating profitability to below 7-8% on sustained basis, impacting cash generation   
* Slower than expected benefits of integration with CG Power, or higher than expected outflow to meet contingent and other liabilities related to CG Power or delays in monetization of non-core real estate assets, preventing envisaged improvement in credit metrics - for instance, gearing of over 1.5-1.6 times and gross debt to EBITDA of over 2.3-2.5 times in fiscal 2022.
About the Company

TI, part of the Rs. 38,105 crore Murugappa group, has interests in bicycle manufacturing, engineering, and metal-forming businesses. The company has five subsidiaries: it owns 100% of the France-based Sedis group, which is in the chain business; 70% of SGL, which manufactures specialised gears and gear boxes; and 80% in CCPL and GCPL which are into manufacturing of components for premium bicycle segment.
 
Presently, TI holds the manufacturing business, comprising bicycles, metal forming, engineering, and TI's subsidiaries ' SGL, and Sedis. CG Power, will shortly become the subsidiary of TI, once funds are infused.
 
The Murugappa family, through their holding company and in their personal capacity, together hold 47.89% stake in TI, mutual funds 19.53%, foreign portfolio investors 18.20% and public and others the balance.

On a consolidated basis, TI's net loss was Rs 65 crore on operating revenues of Rs 457 crore for the first three months of fiscal 2021 as compared to net profit of Rs 79 crore on operating revenues of Rs 1,384 crore during the corresponding period of the previous fiscal.
 
CG Power: On a standalone basis, CG Power's net loss was Rs 1,799 crore on operating revenues of Rs 3,169 crore for fiscal 2020 as compared to net loss of Rs 1,417 crore on operating revenues of Rs 5,361 crore during the previous fiscal.
 
On a standalone basis, CG Power's net loss was Rs 422 crore on operating revenues of Rs 236 crore for the first three months of fiscal 2021 as compared to net profit of Rs 15 crore on operating revenues of Rs 1189 crore during the corresponding period of previous fiscal.

Key Financial Indicators
As on / for the period ended March 31   2020 2019
Operating Income Rs Crore 4768 5797
PAT Rs Crore 285 222
PAT/ Operating Income % 6.0 3.8
Adjusted debt/adjusted net worth Times 0.23 0.44
Interest coverage Times 15.93 9.52
Note ' Financial Summary is based on CRISIL's workings; this considers analytical approach taken by CRISIL. 

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 Issue Size (Rs. Crs.) Complexity
level
Rating Assigned
with Outlook
NA Non-convertible debenture* NA NA NA 100 Simple CRISIL AA+/Stable
INE974X07017
 
Non-convertible debenture NA 7.56% 28-Dec-20 100 Simple CRISIL AA+/Stable
NA Commercial Paper NA NA 7-365 days 525 Simple CRISIL A1+
NA Cash Credit ** NA NA NA 400 NA CRISIL AA+/Stable
NA Letter of Credit @ NA NA NA 300 NA CRISIL A1+
*Yet to be placed
**Interchangeable with short-term buyer's credit, packing credit, and working capital demand loan 
@Interchangeable with bank guarantee    
 
Annexure - List of entities consolidated
Name of entity Extent of consolidation Rationale for consolidation
Shanthi Gears Ltd Full 70% subsidiary, operational linkages
Financiere C10 SAS Full 100% subsidiary (overseas), operational linkages
Creative Cycles Private Limited Full 80% subsidiary, operational linkages
Great Cycles Private Limited Full 80% subsidiary, operational linkages
CG Power & Industrial Solutions Ltd Full 58.58% subsidiary (FY21 onwards); operational linkages
 
The consolidated entities include gear manufacturer, Shanthi Gears Ltd (SGL, 70.12% held subsidiary), France-based Financiere C10 SAS (Sedis group) (100% held), which is engaged in the chain business, and Sri Lanka based Creative Cycles Private Limited (CCPL, 80% held) and Great Cycles Private Limited (GCPL, 80% held) which are into manufacturing of components for premium cycle segments.
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  525.00  CRISIL A1+  05-10-20  CRISIL A1+  01-10-19  CRISIL A1+  17-12-18  CRISIL A1+  14-12-17  CRISIL A1+  -- 
        08-09-20  CRISIL A1+      17-08-18  CRISIL A1+       
        11-08-20  CRISIL A1+               
Non Convertible Debentures  LT  100.00
16-10-20 
CRISIL AA+/Stable  05-10-20  CRISIL AA+/Watch Developing  01-10-19  CRISIL AA+/Stable  17-12-18  CRISIL AA+/Stable  14-12-17  CRISIL AA/Positive  CRISIL AA/Positive 
        08-09-20  CRISIL AA+/Watch Developing      17-08-18  CRISIL AA+/Stable  20-07-17  CRISIL AA/Positive   
        11-08-20  CRISIL AA+/Stable          11-07-17  CRISIL AA/Positive   
                    07-02-17  CRISIL AA/Positive   
Short Term Debt  ST                  07-02-17  CRISIL A1+  CRISIL A1+ 
Short Term Debt (Including Commercial Paper)  ST                  20-07-17  CRISIL A1+  -- 
                    11-07-17  CRISIL A1+   
Fund-based Bank Facilities  LT/ST  400.00  CRISIL AA+/Stable  05-10-20  CRISIL AA+/Watch Developing  01-10-19  CRISIL AA+/Stable  17-12-18  CRISIL AA+/Stable  14-12-17  CRISIL AA/Positive  CRISIL AA/Positive 
        08-09-20  CRISIL AA+/Watch Developing      17-08-18  CRISIL AA+/Stable  20-07-17  CRISIL AA/Positive   
        11-08-20  CRISIL AA+/Stable          11-07-17  CRISIL AA/Positive   
                    07-02-17  CRISIL AA/Positive   
Non Fund-based Bank Facilities  LT/ST  300.00  CRISIL A1+  05-10-20  CRISIL A1+  01-10-19  CRISIL A1+  17-12-18  CRISIL A1+  14-12-17  CRISIL A1+  CRISIL A1+ 
        08-09-20  CRISIL A1+      17-08-18  CRISIL A1+  20-07-17  CRISIL A1+   
        11-08-20  CRISIL A1+          11-07-17  CRISIL A1+   
                    07-02-17  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
Cash Credit** 400 CRISIL AA+/Stable Cash Credit** 400 CRISIL AA+
Letter of Credit@ 300 CRISIL A1+ Letter of Credit@ 300 CRISIL A1+
Total 700 -- Total 700 --
**Interchangeable with short-term buyer's credit, packing credit, and working capital demand loan
@Interchangeable with bank guarantee
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
Rating Criteria for Auto Component Suppliers
CRISILs Criteria for Consolidation
CRISILs Criteria for rating short term debt

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